Common use of Issuance, Sale and Delivery of the Shares Clause in Contracts

Issuance, Sale and Delivery of the Shares. Both the Shares being purchased hereunder, and the underlying shares of the Company’s common stock into which the Shares may convert are duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than liens or encumbrances created or imposed upon the Purchasers.

Issuance, Sale and Delivery of the Shares. Both the Shares being purchased hereunder, and the underlying shares of the Company’s common stock Common Stock into which the Shares may convert be converted are duly authorized and, when issued, delivered and paid for in the manner set forth in this AgreementAgreement and Exhibit B, will be duly authorized, validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than liens or encumbrances created by or imposed upon the Purchasers.