Common use of Parent Common Stock Clause in Contracts

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to in connection with the Merger, when issued and delivered in accordance with the terms and provisions of this Agreement, will be duly authorized, validly issued, fully paid, paid and non-assessableassessable and will not be subject to any preemptive or other statutory right of stockholders and will be issued in compliance with applicable United States Federal and state securities laws.

Parent Common Stock. The issuance and delivery by Parent of shares of Parent Common Stock in connection with the Merger and this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent. The shares of Parent Common Stock to be issued pursuant to in connection with the MergerMerger and this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, paid and non-assessablenonassessable and not subject to preemptive rights of any sort.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued and delivered in accordance with this AgreementAgreement will be, will be upon issuance, duly authorized, validly issued, fully paidpaid and nonassessable, and non-assessablewith no personal liability attaching to the ownership thereof. Such issuance of shares of Parent Common Stock will be free of any restrictions on transfer imposed by the Parent, other than those contemplated by this Agreement. There are no preemptive rights or other anti- dilution rights which would become effective upon or prohibit such issuance of shares of Parent Common Stock.

Parent Common Stock. The issuance and delivery by Parent of shares of Parent Stock in connection with the Merger and this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent. The shares of Parent Common Stock to be issued pursuant to in connection with the MergerMerger and this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, paid and non-assessablenonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the MergerMerger as Stock Consideration, when issued and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully paid, paid and non-assessableassessable and will have been issued in compliance with applicable United States and United Kingdom securities Laws; provided, however, that the shares of Parent Common Stock to be issued hereunder to Affiliates of the Company will be subject to restrictions on transfer under Rule 145.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the MergerStock, when issued and delivered to the Stockholders in accordance with exchange for the delivery of their Company Capital Stock pursuant to the terms of this Agreement, will be duly authorized, validly issued, fully paid, paid and non-assessable; provided, however, that the Parent Common Stock to be issued hereunder may be subject to restrictions on transfer pursuant to Rule 145(d) promulgated under the Securities Act. Parent has reserved the shares of Parent Common Stock to be issued in the Merger and upon exercise of Company Options assumed by Parent pursuant to this Agreement.

Parent Common Stock. The issuance and delivery by Parent of shares of Parent Common Stock in connection with the Arrangement and this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent. The shares of Parent Common Stock to be issued pursuant to in connection with the MergerArrangement and this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, paid and non-assessablenonassessable and not subject to preemptive rights of any sort.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully paid, paid and non-assessable; provided, however, that the shares of Parent Common Stock to be issued hereunder to Affiliates of the Company will be subject to restrictions on transfer under Rule 145.

Parent Common Stock. The issuance and delivery by Parent of shares of Parent Common Stock in connection with the Merger and this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent. The shares of Parent Common Stock to be issued pursuant to in connection with the MergerMerger and this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, paid and non-assessablenonassessable.

Parent Common Stock. The All of the shares of Parent Common Stock to that may be issued issuable pursuant to the Merger, when this Agreement have been duly authorized and reserved for issuance. When issued and delivered in accordance with this Agreement, Agreement such shares of Parent Common Stock will be duly authorized, validly issued, fully paid, paid and non-assessablenonassessable shares of Parent Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all Liens other than restrictions on transfer under applicable securities Laws.