Common use of Issuance Upon Exercise Clause in Contracts

Issuance Upon Exercise. All shares of Preferred Stock issuable upon exercise of this Warrant, when and if issued for the consideration stated herein and in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under any agreement between the Holder and the Company and under applicable state and federal securities laws, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Preferred Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic stock exchange upon which shares of Preferred Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

Issuance Upon Exercise. All shares of Preferred Stock and Convertible Common Stock issuable upon exercise of this WarrantWarrant or any rights under the Preferred Stock, when and if issued for the consideration stated herein and in accordance with the terms hereofas applicable, will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under any agreement between the Registered Holder and the Company and under applicable state and federal securities laws, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Preferred Stock and Convertible Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic stock exchange upon which shares of Preferred Stock or Convertible Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).