Common use of Representation of Company Clause in Contracts

Representation of Company. The Company hereby represents and warrants to the Investor that (i) it has available the authorized but unissued shares of Series RX-1 Preferred Stock required to fulfill its obligations under this Agreement, (ii) the Exchange Shares will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issuance thereof, (iii) as soon as practicable, it shall deliver to the Investor one or more share certificates to the Investor reflecting the Exchange Shares, and (iv) the Exchange is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act, and it shall not take any position contrary to that recognition, including without limitation, and for purposes of resale exemption under Rule 144 of the Securities Act, that the holding period of the Exchange Shares may be tacked onto the holding period of the Original Securities.