The Unit Shares Clause Samples

The Unit Shares. The Ordinary Shares included in the Units have been duly authorized by the Company and, when issued and delivered by registering such Ordinary Shares in the register of members of the Company against payment for the Units by the Underwriters pursuant to this Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

The Unit Shares. The shares of Ordinary Shares included in the Units have been duly authorized by the Company and, when issued and delivered against payment for the Units by the Underwriters pursuant to this Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The holders of such shares of Ordinary Shares will not be subject to personal liability by reason of being such holders; and such shares of Ordinary Shares are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company.

The Unit Shares. In satisfaction of the foregoing requirement with respect to the grant, vesting, distribution or payment of the Units or Unit Shares, to the extent permitted by Section 409A of the Code, including Treas. Reg. Section 1.409A-3(j)(4)(vi), the Company shall withhold shares of Common Stock otherwise issuable upon payment of the Units having a Fair Market Value equal to the sums required to be withheld. Subject to the following sentence, the number of shares of Common Stock which shall be so withheld in order to satisfy the Executive’s federal, state and local withholding tax liabilities with respect to the grant, vesting, distribution or payment of the Units or Unit Shares shall be limited to the number of shares which have a Fair Market Value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state and local tax purposes that are applicable to such supplemental taxable income. In the event that the number of shares of Common Stock having a Fair Market Value equal to the sums required to be withheld is not a whole number of shares, the number of shares so withheld shall be rounded up to the nearest whole share.

The Unit Shares. Warrants, Warrant Shares and Compensation Shares shall be listed at the Time of Closing on the TSX and the Corporation shall use commercially reasonable efforts to list the Unit Shares, Warrant Shares and Compensation Shares on the NYSE MKT prior to the Time of Closing or as soon thereafter as is practicable.

The Unit Shares. Warrants and Warrant Shares to be issued and sold by the Corporation hereunder and the Compensation Shares forming the Compensation Options to be issued hereunder shall be duly and validly created and authorized for issuance by the Corporation and, when issued and sold by the Corporation, such Unit Shares, Warrants and Warrant Shares and when issued by the Corporation such Compensation Shares shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Registration Statement, the Shelf Prospectuses, the Prospectus Supplements and any Supplementary Materials, subject to such modifications or changes (if any) prior to the Closing Date as may be agreed to in writing by the Corporation and the Agents. In addition, such Unit Shares, Warrants, Warrant Shares and Compensation Shares shall be issued in compliance with all provincial, federal and state securities laws, including, without limitation, Canadian Securities Laws and U.S. Securities Laws.

The Unit Shares the Net Income Warrant Shares and the Repayment Warrant Shares (together, the “Shares”) have been duly authorized, and upon issuance and delivery against payment therefor in accordance with the terms of the Agreement, the Net Income Warrant or the Repayment Warrant, as applicable, the Shares will be duly authorized, validly issued and fully paid and nonassessable. 5. The execution and delivery of the Transaction Documents by the Company and the offer, issuance and sale of the Shares pursuant to the Agreement do not violate any provision of the Company’s [Articles of Incorporation] or [Bylaws], do not constitute a default under, or a material breach of, any Material Agreement do not violate or contravene (a) any governmental statute, rule or regulation which in our experience is typically applicable to transactions of the nature contemplated by the Transaction Documents or (b) any order, writ, judgment, injunction, decree, determination or award which has been entered against the Company and of which we are aware, in each case to the extent the violation or contravention of which would materially and adversely affect the Company, its assets, financial condition or operations. 6. The Company’s authorized capital stock consists of (a) [______] shares of Common Stock, par value $[_______] per share, and (b) [________]shares of Preferred Stock, par value $0.0001 per share, of which [_________] have been designated [_________]. The holders of outstanding shares of capital stock of the Company are not entitled to preemptive rights under the Company’s [Articles of Incorporation], as in effect as of the date hereof (the “Restated Certificate”), or [Bylaws], as in effect as of the date hereof (the “Restated Bylaws”), or Nevada law. 7. To our knowledge, there is no action, suit or proceeding by or before any court or other governmental agency, authority or body or any arbitrator pending or overtly threatened against the Company by a third party that questions the validity of the Transaction Documents. 8. The offer and sale of the Common Shares are exempt from the registration requirements of the Securities Act of 1933, as amended, subject to the timely filing of a Form D pursuant to Securities and Exchange Commission Regulation D. This Certificate is being issued in connection with the Securities Purchase Agreement dated as of April __, 2010 (the “Agreement”), by and among Kun Run Biotechnology, Inc., a Nevada corporation (the “Company”), the Purchasers identified on...