Common use of Issuance of Parent Common Stock Clause in Contracts

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to this Agreement to the holders of the Company Shares have been duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights.

Issuance of Parent Common Stock. The When issued in accordance with the terms of this Agreement, the shares of the Parent Common Stock to be issued pursuant to this Agreement Section 1.3(b) to the holders of the Company Shares have been will be duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights.

Issuance of Parent Common Stock. The When issued in accordance with the terms of this Agreement, the shares of the Parent Common Stock to be issued pursuant to this Agreement the Merger to the holders of the Company Shares have been hereunder will be duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to statutory preemptive rights.

Issuance of Parent Common Stock. The When issued in accordance with the terms of this Agreement, the shares of the Parent Common Stock to be issued pursuant to this Agreement the Merger to the holders of the Company Shares have been hereunder will be duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to this Agreement to the holders of the Company Shares have been duly authorizedMerger, and when issued, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not state securities laws subject to preemptive rightsthe truth and accuracy of the representations made by the Company in Section 2.3.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued by Parent to the shareholders of Company pursuant to this Agreement will, on the issuance and delivery to the holders of the Company Shares have been such shareholders pursuant to this Agreement, be duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rightsnon-assessable.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to this Agreement to the holders as part of the Company Shares have been Merger Consideration, when issued in accordance with the terms of this Agreement, will be duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rightsnonassessable.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to this Agreement to the holders of the Company Shares have been duly authorizedMerger, and when issued, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not state securities Laws, subject to preemptive rightsthe truth and accuracy of the representations made by the Company in Section 4.2.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to this Agreement to in connection with the holders of the Company Shares Merger have been duly authorizedauthorized and, and when issuedissued in accordance with this Agreement, will be validly issued, fully paid and nonassessable and not subject to preemptive rightsnonassessable.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to Article 2 of this Agreement to the holders upon consummation of the Company Shares Merger (the “Share Issuance”) have been duly authorized, authorized and when issued, issued and delivered in accordance with the terms of this Agreement will have been validly issued and will be validly issued, fully paid and nonassessable non-assessable and the issuance thereof will not be subject to any preemptive rights. The Share Issuance does not require the vote or approval of the stockholders of Parent under the rules of NASDAQ.

Issuance of Parent Common Stock. The Upon issuance of the shares of the Parent Common Stock to be issued pursuant to Section 2.1 of this Agreement to Agreement, such shares of Parent Common Stock will be duly authorized by all necessary corporate action on the holders part of the Company Shares have been duly authorized, Parent and when issued, will be validly issued, fully paid and nonassessable non-assessable, and will not be subject to preemptive rightsany encumbrance imposed by Parent, other than under applicable securities laws or the Stockholders Agreement.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms of this Agreement to the holders of the Company Shares have been Agreement, will be duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rightsnon-assessable.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to ------------------------------- be issued pursuant to this Agreement to the holders of the Company Shares have been duly authorizedMerger, and when issued, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not state securities laws subject to preemptive rightsthe truth and accuracy of the representations made by the stockholders of the Company in the Stockholder Certificates.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to the Merger, when issued in compliance with the terms of this Agreement to the holders of the Company Shares have been Agreement, will be duly authorized, and when issued, will be validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not subject to preemptive rightsstate securities laws.

Issuance of Parent Common Stock. The shares issuance of the Parent Common Stock to be issued pursuant to this Agreement to the holders Sellers as payment of the Company Shares have Purchase Price has been duly authorizedauthorized by all necessary corporate action and upon issuance in accordance with the terms of this Agreement, and when issued, such Parent Common Stock will be validly issued, fully paid and nonassessable and not subject to preemptive rightsnonassessable.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to this Agreement to the holders of the Company Shares have been duly authorizedMerger, and when issued, will be duly authorized, validly issued, fully paid and nonassessable paid, non-assessable and not subject to any preemptive rightsrights and issued in compliance with applicable federal and state securities laws subject to the truth and accuracy of the representations made by the Company in Section 2.3.

Issuance of Parent Common Stock. The When issued in accordance with the terms of this Agreement, the shares of the Parent Common Stock to be issued pursuant to this Agreement the Merger to the holders of the Company Shares have been hereunder, including with respect to the Earnout Consideration, will be duly authorized, and when issued, will be validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to this Agreement to the holders of the Company Shares have been duly authorizedMerger, and when issued, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not state securities Laws subject to preemptive rightsthe truth and accuracy of the representations made by the Company and the Founders in Section 2.34.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to this Agreement to at the holders of Closing in connection with the Company Shares have been duly authorizedAcquisition, and when issued, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not state securities laws subject to preemptive rightsthe truth and accuracy of the representations made in Section 2.3 and Section 2A.2.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued that constitute the portion of the Total Consideration issuable pursuant to this Agreement to the holders of the Company Shares have been will be duly authorized, and when issuedupon consummation of the transactions contemplated by this Agreement in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and not subject issued in compliance with United States federal and state securities laws and, to preemptive rightsthe extent applicable, in accordance with Parent’s 2011 Equity Incentive Plan.

Issuance of Parent Common Stock. The shares of the Parent Common Stock ------------------------------- to be issued pursuant to this Agreement to the holders of the Company Shares have been duly authorizedMerger, and when issued, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not state securities laws subject to preemptive rightsthe truth and accuracy of the responses and representations made by the stockholders of the Company in the stockholder certificates delivered to Parent.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to this Agreement to the holders of the Company Shares have been duly authorizedMerger, and when issued, will be duly authorized, validly issued, fully paid and nonassessable non-assessable. The shares of Parent's Class A Common Stock into which the Parent Common Stock issuable (or reserved for issuance) in connection with the Merger are convertible, have been reserved for issuance and, when issued upon such conversion, will be duly authorized, validly issued, fully paid and not subject to preemptive rightsnon-assessable.

Issuance of Parent Common Stock. The All of the shares of the Parent Common Stock to be issued pursuant to this Agreement to the holders of the Company Shares have been duly authorizedauthorized by Parent, and when issuedissued in accordance with the terms of this Agreement, will shall be validly issued, fully paid and nonassessable and not subject to preemptive rightsissued in compliance with applicable federal and state securities laws.

Issuance of Parent Common Stock. The When issued in accordance with the terms of this Agreement, the shares of the Parent Common Stock to be issued pursuant to this Agreement the Offer and the Merger to the holders of the Company Shares have been hereunder shall be duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to statutory preemptive rights.

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to this Agreement to the holders of Company Stockholder as the Company Shares have Stock Consideration has been duly authorizedauthorized by Parent and, when issued and when issueddelivered by Parent in the manner contemplated by this Agreement, will be validly issued, fully paid and nonassessable non-assessable, free from all Taxes and not subject Liens with respect to preemptive rightsthe issuance thereof.