/Docs/G/SeriesSeed-Cooley-CmA/notes/Convertible_Promissory_Note/0.md
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All corporate action on the part of the {_Company}, the Board and the {_Company}'s stockholders necessary for the issuance and delivery of this Note has been taken. This Note constitutes a valid and binding obligation of the {_Company} enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. Any securities issued upon conversion of this Note (the "{DefT.Conversion_Securities}"), when issued in compliance with the provisions of this Note, will be validly issued, fully paid, nonassessable, free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.