Common use of Issuances of Securities Clause in Contracts

Issuances of Securities. The Series F Shares, the Existing Preferred Shares and the Warrants have been validly issued, and, upon payment therefor, will be fully paid and non-assessable. Upon the exercise or conversion of the Convertible Securities in accordance with the terms thereof, the Conversion Shares will be validly issued, fully paid and non-assessable. The offering, issuance, sale and delivery of the Newly Issued Securities and the Existing Preferred Shares as contemplated by this Agreement are exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"), are being made in compliance with all applicable federal and (except for any violation or non-compliance that could not reasonably be expected to have a Material Adverse Effect) state laws and regulations concerning the offer, issuance and sale of securities, and are not being issued in violation of any preemptive or other rights of any stockholder of the Company. The parties hereto agree and acknowledge that, in making the representations and warranties in the foregoing sentence of this Section 2.7, the Company is relying on the representations and warranties made by the Investors in Section 3.4.

Issuances of Securities. The Series F SharesUpon payment therefor in accordance with the terms hereof, the Existing Preferred Shares and the Warrants have been will be validly issued, and, upon payment therefor, will be fully paid and non-assessable. Upon the exercise or conversion of the Convertible Securities Warrants in accordance with the terms thereof, the Conversion Warrant Shares will be validly issued, fully paid and non-assessable. The offering, issuance, sale and delivery of the Newly Issued Securities Shares and the Existing Preferred Shares Warrants as contemplated by this Agreement are exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"), are being made in compliance with all applicable federal and (except for any violation or non-compliance that could not reasonably be expected to have a Material Adverse Effect) state laws and regulations concerning the offer, issuance and sale of securities, and are not being issued in violation of any preemptive or other rights of any stockholder of the Company. The parties hereto agree and acknowledge that, in making the representations and warranties in the foregoing sentence of this Section 2.7, the Company is relying on the representations and warranties made by the Investors in Section 3.4.

Issuances of Securities. The Series F Shares, the Existing Preferred Shares and the Warrants have been validly issued, and, upon payment therefor, will be fully paid and non-assessable. Upon the exercise or conversion of the Convertible Securities Warrants in accordance with the terms thereof, the Conversion Warrant Shares will be validly issued, fully paid and non-assessable. The offering, issuance, sale and delivery of the Newly Issued Securities Shares and the Existing Preferred Shares Warrants as contemplated by this Agreement are exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"), are being made in compliance with all applicable federal and (except for any violation or non-compliance that could not reasonably be expected to have a Material Adverse Effect) state laws and regulations concerning the offer, issuance and sale of securities, and are not being issued in violation of any preemptive or other rights of any stockholder of the Company. The parties hereto agree and acknowledge that, in making the representations and warranties in the foregoing sentence of this Section 2.7, the Company is relying on the representations and warranties made by the Investors in Section 3.4.

Issuances of Securities. The Series F Shares, the Existing Preferred Shares and the Warrants have been validly issued, and, upon payment therefor, will be fully paid and non-assessable. Upon the exercise or conversion of the Convertible Securities Warrants in accordance with the terms thereof, the Conversion Warrant Shares will be validly issued, fully paid and non-assessable. The offering, issuance, sale and delivery of the Newly Issued Securities Shares and the Existing Preferred Shares Warrants as contemplated by this Agreement are exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), are being made in compliance with all applicable federal and (except for any violation or non-compliance that could not reasonably be expected to have a Material Adverse Effect) state laws and regulations concerning the offer, issuance and sale of securities, and are not being issued in violation of any preemptive or other rights of any stockholder of the Company. The parties hereto agree and acknowledge that, in making the representations and warranties in the foregoing sentence of this Section 2.7, the Company is relying on the representations and warranties made by the Investors Investor in Section 3.4.

Issuances of Securities. The Series F Shares, the Existing Preferred Shares and the Warrants have Warrant has been validly issued, and, upon payment of the therefor, will be fully paid and non-assessable. Upon the exercise or conversion of the Convertible Securities Warrant and payment of the Exercise Price in accordance with the terms thereof, the Conversion Shares will be validly issued, fully paid and non-assessable. The offering, issuance, sale and delivery of the Newly Issued Securities Shares and the Existing Preferred Shares Warrant as contemplated by this Agreement are exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), are being made in compliance with all applicable federal and (except for any violation or non-compliance that could not reasonably be expected to have a Material Adverse Effect) state laws and regulations concerning the offer, issuance and sale of securities, and are not being issued in violation of any preemptive or other rights of any stockholder of the Company. The parties hereto agree and acknowledge that, in making the representations and warranties in the foregoing sentence of this Section 2.7, the Company is relying on the representations and warranties made by the Investors Investor in Section 3.4.