Issuance and Delivery of the Stock Clause Samples

Issuance and Delivery of the Stock. The Stock has been duly authorized, and when issued in compliance with the provisions of this Agreement and the Restated Certificate, the Stock will be validly issued, fully paid and nonassessable. The issuance and delivery of the Stock is not subject to preemptive or any other similar rights of the stockholders of the Company or to any liens or encumbrances. Assuming the accuracy of the representations and warranties of Purchaser in this Agreement, the Stock will be issued in compliance with all applicable federal and state securities laws.