Common use of Qualifications, Legal Investment Clause in Contracts

Qualifications, Legal Investment. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Shares at the Closing pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing Date. No stop order or other order enjoining the sale of the Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Shares to be purchased and sold at the Closing shall be legally permitted by all laws and regulations to which Purchaser and the Company are subject.

Qualifications, Legal Investment. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the any Put Option Shares at the Closing or Call Option Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing Datesuch closing. No stop order or other order enjoining the sale of the Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the Closingsuch closing, the sale and issuance of the Shares to be purchased and sold at the Closing shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.

Qualifications, Legal Investment. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Shares at the Closing Securities pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing Date. No stop order or other order enjoining the sale of the Shares Securities shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Shares to be purchased and sold at the Closing Securities shall be legally permitted by all laws and regulations to which each Purchaser and the Company are subject.

Qualifications, Legal Investment. All authorizations, approvals, or permits, if any, of any governmental government authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Initial Shares at the Closing pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateInitial Closing. No stop order or other order enjoining the sale of the Initial Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Initial Closing, the sale and issuance of the Initial Shares to be purchased and sold at the Closing shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.

Qualifications, Legal Investment. All authorizations, approvals, or permits, if any, of any governmental government authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Initial Shares at the Closing pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateInitial Closing. No stop order or other order enjoining the sale of the Initial Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Initial Closing, the sale and issuance of the Initial Shares to be purchased and sold at the Closing shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.

Qualifications, Legal Investment. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Shares at the Closing Securities pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing Date. No stop order or other order enjoining the sale of the Shares Securities shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC SEC, or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Shares to be purchased and sold at the Closing Securities shall be legally permitted by all laws and regulations to which Purchaser the Purchasers and the Company are subject.

Qualifications, Legal Investment. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Shares at the Closing Debentures pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing Date. No stop order or other order enjoining the sale of the Shares Debentures shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Shares to be purchased and sold at the Closing Debentures shall be legally permitted by all laws and regulations to which each Purchaser and the Company are subject.

Qualifications, Legal Investment. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Initial Shares at the Closing pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateFirst Closing. No stop order or other order enjoining the sale of the Initial Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the First Closing, the sale and issuance of the Initial Shares to be purchased and sold at the Closing shall be legally permitted by all laws and regulations to which Purchaser and the Company are subject.

Qualifications, Legal Investment. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Additional Shares at the Closing pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateSecond Closing. No stop order or other order enjoining the sale of the Additional Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the Second Closing, the sale and issuance of the Additional Shares to be purchased and sold at the Closing shall be legally permitted by all laws and regulations to which Purchaser and the Company are subject.