Common use of Authorization of Common Stock Clause in Contracts

Authorization of Common Stock. Upon issuance and delivery of the Debentures in accordance with this Agreement, the Debentures will be convertible at the option of the holders thereof for shares of Common Stock in accordance with the terms of the Debentures and this Agreement; the Conversion Shares and the Interest Shares have been duly and validly authorized and reserved for issuance upon payment of interest and upon conversion by all necessary corporate action of the Company, and such shares, when issued upon such conversion or as a payment of interest in accordance with the terms of the Debentures and this Agreement, will be duly and validly issued and will be fully paid and non-assessable; no holder of such shares will be subject to personal liability solely by reason of being such a holder; and the issuance of such shares upon conversion or as a payment of interest in accordance with the terms of the Debentures and this Agreement will not be subject to the preemptive or other similar rights of any security holder of the Company arising by operation of law, or under the Certificate of Incorporation or bylaws of the Company or under any agreement to which the Company is a party or by which the Company is bound.