Common use of Issuance of Interests Clause in Contracts

Issuance of Interests. Upon conversion of the Convertible Note in accordance with the terms of the Agreement, the Company shall provide MGM with an Officer’s Certificate to the effect that (i) the Conversion Interests shall be duly and validly issued and outstanding, fully paid and non-assessable, free and clear of any Taxes, Liens and charges with respect to issuance and shall not be subject to preemptive rights or similar rights of any other members of the Company; (ii) assuming the representations and warranties of MGM herein are true and correct in all material respects, each of the Securities will have been issued in compliance with all applicable U.S. federal and state securities laws; and (iii) the Company further acknowledges that its obligation to issue Conversion Interests upon conversion of the Convertible Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other members of the Company.

Issuance of Interests. Upon conversion of the Convertible Note in accordance with the terms of the Agreement, the Company shall provide MGM with an Officer’s Certificate to the effect that (i) the Conversion Interests shall be duly and validly issued and outstanding, fully paid and non-assessable, free and clear of any Taxes, Liens and charges with respect to issuance and shall not be subject to preemptive rights or similar rights of any other members of the Company; (ii) assuming the representations and warranties of MGM herein are true and correct in all material respects, each of the Securities will have been issued in compliance with all applicable U.S. federal and state securities laws; and (iii) the Company further acknowledges that its obligation to issue Conversion Interests upon conversion of the Convertible Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other members of the Company.. ARTICLE VI