Common use of Authorization of Shares and Warrants Clause in Contracts

Authorization of Shares and Warrants. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchasers of the Shares, (b) the sale and issuance to the Purchasers of the Warrants, and (c) the issuance of such shares of Common Stock to be issued upon conversion of the Shares and exercise of the Warrants (together, the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Eighth Amended and Restated Certificate of Incorporation, in the form attached hereto as Exhibit C (the "Certificate of Incorporation").

Authorization of Shares and Warrants. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchasers of the Shares, (b) the sale and issuance to the Purchasers of the Warrants, and (c) the issuance of such shares of Common Stock to be issued upon conversion of the Shares and exercise of the Warrants (together, the "“Conversion Shares"”). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Eighth Amended and Restated Certificate of Incorporation, in the form attached hereto as Exhibit C (the "“Certificate of Incorporation"”).