Common use of Authority to Issue Shares Clause in Contracts

Authority to Issue Shares. Company has taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the Termination Date shall have reserved, all the Option Shares issuable pursuant to this Agreement, and Company will take all necessary corporate action to authorize and reserve and permit it to issue all additional shares of Company Common Stock or other securities which may be issued pursuant to Section 1.05, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Parent's voting rights, charges and other encumbrances of any nature whatsoever (other than this Agreement) and shall not be subject to any preemptive rights.

Authority to Issue Shares. The Company has taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the Top-Up Termination Date shall have reserved, all the Top-Up Option Shares issuable pursuant to this Agreement, and the Company will shall take all necessary corporate action to authorize and reserve and permit it to issue all additional shares of the Company Common Stock or other securities which may be issued pursuant to Section 1.051.03, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on ParentPurchaser's voting rights, charges charges, adverse rights and other encumbrances of any nature whatsoever (other than this Agreement) and shall not be subject to any preemptive rights.

Authority to Issue Shares. The Company has taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the Top-Up Termination Date shall have reserved, all the Top-Up Option Shares issuable pursuant to this Agreement, and the Company will shall take all necessary corporate action to authorize and reserve and permit it to issue all additional shares of the Company Common Stock or other securities which may be issued pursuant to Section 1.051.03, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on ParentNewco's voting rights, charges charges, adverse rights and other encumbrances of any nature whatsoever (other than this Agreement) and shall not be subject to any preemptive rights.