Common use of Exemption from Registration; Valid Issuances Clause in Contracts

Exemption from Registration; Valid Issuances. The sale and issuance of the Securities, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Section 4(2), Regulation S and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities shall not subject the undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the SecuritiesShares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Section 4(2), Regulation S and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Securities, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Section 4(2), Regulation S and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities shall be duly and validly issued, fully paid, and nonassessablenon-assessable. Neither the sales of the Securities pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities shall not subject the undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the SecuritiesShares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Section 4(2), Regulation S and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities Shares shall be duly and validly issued, fully paid, and nonassessablenon-assessable. Neither the sales of the Securities Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Securities, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Section 4(2), Regulation S D and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities shall not subject the undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the SecuritiesShares, in accordance with the terms and on the bases of the representations and warranties of the undersigned Buyer set forth herein, may and shall be properly issued by the Company to the undersigned Buyer pursuant to Section 4(24(a)(2), Regulation S and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities Shares shall not subject the undersigned Buyer to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Securities, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Section 4(2), Regulation S D and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities shall be duly and validly issued, fully paid, and nonassessablenon-assessable. Neither the sales of the Securities pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company any person to preemptive or other rights to subscribe to or acquire the Common Stock Preferred Class B stock or other securities of the Company. The Securities shall not subject the undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the SecuritiesPurchased Shares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Section 4(2), Regulation S and/or any applicable U.S federal or state law. When issued and paid for as herein provided, the Securities Purchased Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities Purchased Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities Purchased Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities Purchased Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the SecuritiesShares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Section 4(2), Regulation D, Regulation S and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the SecuritiesShares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Regulation D Rule 506 and Section 4(2), Regulation S and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities Shares shall be duly and validly issued, fully paid, and nonassessablenon-assessable. Neither the sales of the Securities Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the SecuritiesPurchased Shares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Section 4(2), Regulation S and/or any applicable U.S federal or state law. When issued and paid for as herein provided, the Securities Purchased Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities Purchased Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (ai) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities Purchased Shares or any of the assets of the Company, or (bii) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities Purchased Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the SecuritiesShares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Section 4(2), Regulation D, Regulation S and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Securities, in accordance with the terms and on the bases of the representations and warranties of the undersigned Investor set forth herein, may and shall be properly issued by the Company to the undersigned Investor pursuant to Section 4(24(a)(2), Regulation S and/or any applicable U.S U.S. state law. When issued and paid for as herein provided, the Securities shall be duly and validly issued, fully paid, and nonassessablenon- assessable. Neither the sales of the Securities pursuant to, nor the Company's ’s performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities shall not subject the undersigned Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the SecuritiesUnits, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Section 4(2), Regulation S and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities Units shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities Units pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities Units or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities Units shall not subject the undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the SecuritiesShares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Section 4(2), Regulation S and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities Shares shall be duly and validly issued, fully paid, and nonassessablenon-assessable. Neither the sales of the Securities Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The To the best of Company's knowledge, the sale and issuance of the Securities, Put Shares in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth hereinin this Agreement, may and shall be properly issued by the Company to the undersigned Investor pursuant to Section 4(2), Regulation S D and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities Put Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities Put Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities or Put Sharesor any of the assets of the Company, or (b) entitle the other holders of the Outstanding Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities Put Shares shall not subject the undersigned Investor to personal liability for obligations of the Company by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Securities, in accordance with the terms and on the bases of the representations and warranties of the undersigned Subscriber set forth herein, may and shall be properly issued by the Company to the undersigned Subscriber pursuant to Section 4(2), Regulation S D and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities pursuant to, nor the Company's ’s performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities shall not subject the undersigned Subscriber to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Securities, in accordance with the terms and on the bases of the representations and warranties of the undersigned Subscriber set forth herein, may and shall be properly issued by the Company to the undersigned Subscriber pursuant to Section 4(2), Regulation S and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities pursuant to, nor the Company's ’s performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities shall not subject the undersigned Subscriber to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the SecuritiesShares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to Section 4(2)4(a)(2) of the Securities Act, Regulation D, Regulation S and/or any applicable U.S state law. When issued and paid for as herein provided, the Securities Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.