Common use of VALID ISSUANCES Clause in Contracts

VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares, the Restricted Shares, and the Blackout Shares, if any, shall be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Put Shares or the Blackout Shares, if any, pursuant to, nor the Company’s performance of its obligations under, this Agreement or the Registration Rights Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, Warrant Shares or Blackout Shares, if any, or any of the assets of the Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares, Warrant Shares and Blackout Shares, if any, shall not subject Investor to personal liability, in excess of the subscription price by reason of the ownership thereof.

VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares, the Restricted Shares, and the Blackout Shares, if any, shall be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Put Shares or the Blackout Shares, if any, pursuant to, nor the Company’s performance of its obligations under, to this Agreement or the Registration Rights Agreement Agreement, nor the Company's performance of its obligations thereunder, shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, Warrant Restricted Shares or Blackout Shares, if any, or any of the assets of the Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares, Warrant Restricted Shares and Blackout Shares, if any, shall not subject Investor to personal liability, in excess of the subscription price by reason of the ownership thereof.

VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares, the Restricted Warrant Shares, and the Blackout Shares, if any, shall be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Put Shares or the Blackout Shares, if any, pursuant to, nor the Company’s 's performance of its obligations under, this Agreement or the Registration Rights Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, Warrant Shares or Blackout Shares, if any, or any of the assets of the Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares, Warrant Shares and Blackout Shares, if any, shall not subject Investor to personal liability, in excess of the subscription price by reason of the ownership thereof.

VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares, the Restricted Shares, and the Blackout Shares, if any, shall be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Put Shares or the Blackout Shares, if any, pursuant toto this Agreement or the Registration Rights Agreement, nor the Company’s performance of its obligations underthereunder, this Agreement or the Registration Rights Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, Warrant Restricted Shares or Blackout Shares, if any, or any of the assets of the Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares, Warrant Restricted Shares and Blackout Shares, if any, shall not subject Investor to personal liability, in excess of the subscription price by reason of the ownership thereof.

VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares, the Restricted Shares, and the Blackout Shares, if any, shall be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Put Shares or the Blackout Shares, if any, pursuant to, nor the Company’s performance of its obligations under, to this Agreement or the Registration Rights Agreement Agreement, nor the Company's performance of its obligations thereunder, shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, Warrant Restricted Shares or Blackout Shares, if any, or any of the assets of the Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares, Warrant Restricted Shares and Blackout Shares, if any, shall not subject Investor to personal liability, in excess of the subscription price by reason of the ownership thereof. It being acknowledged that the holders of the Series A and Series B preferred stock do have certain voting and other rights to maintain a certain percentage of common shares upon conversion.

VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares, the Restricted Shares, Commitment Shares and the Blackout Shares, if any, shall be duly and validly issued, fully paid, and non-assessable. Neither the sales sale of the Put Shares, the Commitment Shares or the Blackout Shares, if any, pursuant to, nor the Company’s 's performance of its obligations under, this Agreement or the Registration Rights Agreement shall (ai) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, Warrant the Commitment Shares or Blackout Shares, if any, or any of the assets of the Company, or (bii) entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares, Warrant the Commitment Shares and Blackout Shares, if any, shall not subject Investor to personal liability, in excess of the subscription price by reason of the ownership thereof.

VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares, the Restricted Shares, and the Blackout Shares, if any, shall be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Put Shares or the Blackout Shares, if any, pursuant to, nor the Company’s performance of its obligations under, to this Agreement or the Registration Rights Agreement Agreement, nor the Company's performance of its obligations thereunder, shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, Warrant Restricted Shares or Blackout Shares, if any, or any of the assets of the Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares, Warrant Restricted Shares and Blackout Shares, if any, shall not subject Investor to personal liability, in excess of the subscription price by reason of the ownership thereof.. Section 4.7 [INTENTIONALLY OMITTED] Section 4.8 [INTENTIONALLY OMITTED]

VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares, the Restricted Shares, and the Blackout Shares, if any, shall be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Put Shares or the Blackout Shares, if any, pursuant to, nor the Company’s 's performance of its obligations under, this Agreement or the Registration Rights Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, Warrant Shares or Blackout Shares, if any, or any of the assets of the Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares, Warrant Shares and Blackout Shares, if any, shall not subject Investor to personal liability, in excess of the subscription price by reason of the ownership thereof.