Common use of Authorization and Issuance of Warrants Clause in Contracts

Authorization and Issuance of Warrants. TriPath has taken all necessary corporate action to authorize the issuance and delivery of the Warrants under this Agreement and to reserve for issuance and delivery the shares of TriPath Stock issuable upon exercise or conversion of the Warrants (the "Warrant Shares"). Upon issuance in accordance with the terms of each Warrant, including payment of the respective exercise price, the Warrant Shares shall be duly and validly issued, fully paid and nonassessable, free and clear of all pledges, liens and encumbrances.