Common use of Corporate Law Status Clause in Contracts

Corporate Law Status. When the Note, Warrant, and the Warrant Shares have been issued, delivered and paid for in accordance with this Agreement, the Note, and the Warrant, they will be validly issued, fully paid and non-assessable and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through any act or omission on the part of Sandbox. With the exception of the rights of first offer held by the holders of the Series A Preferred Stock of Sandbox pursuant to Section 2.1 of that certain Investor Rights Agreement (the "Investor Rights Agreement") dated as of February 13, 1996 among Sandbox and certain Investors (as defined therein), for which appropriate consents and waivers have been obtained, the issuance, sale or delivery of the Note, the Warrant and the Warrant Shares are not subject to any preemptive right of stockholders of Sandbox or to any right of first refusal or other right in favor of any person that has not been waived in writing.

Corporate Law Status. When the Note, Warrant, and the Warrant Shares have been issued, delivered and paid for in accordance with this Agreement, the Note, and the Warrant, they will be validly issued, fully paid and non-assessable and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through any act or omission on the part of Sandbox. With the exception of the rights of first offer held by the holders of the Series A Preferred Stock of Sandbox pursuant to Section 2.1 of that certain Investor Rights Agreement (the "Investor Rights Agreement") dated as of February 13, 1996 among Sandbox and certain Investors (as defined therein), for which the Company is seeking appropriate consents and waivers have been obtainedwaivers, the issuance, sale or delivery of the Note, the Warrant and the Warrant Shares are not subject to any preemptive right of stockholders of Sandbox or to any right of first refusal or other right in favor of any person that has not been waived in writing.