Common use of Parent Common Stock Clause in Contracts

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with the Merger, when issued in accordance with the terms and provisions of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable 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 shares of Parent Common Stock to be issued in connection with pursuant to the MergerMerger have been duly authorized, when issued in accordance with and upon consummation of the terms and provisions of transactions contemplated by this Agreement, will be duly authorized, validly issued, fully paid and non-assessable nonassessable and will not be subject to any preemptive or other statutory right free and clear of stockholders and will be issued in compliance with applicable United States Federal and state securities lawsall Liens.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with which constitutes the MergerMerger Shares has been duly authorized, when issued in accordance with and upon consummation of the terms and provisions of transactions contemplated by this Agreement, will be duly authorized, validly issued, fully paid and non-assessable 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 lawsnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with pursuant to the Merger, when issued in accordance with Merger have been duly authorized and upon consummation of the terms and provisions of this Agreement, Transactions will be duly authorized, validly issued, fully paid and non-assessable nonassessable and will not be subject to any preemptive or other statutory right free and clear of stockholders and will be issued in compliance with applicable United States Federal and state securities lawsall Liens.

Parent Common Stock. The All of the shares of Parent Common Stock to be issued in connection with the Mergerpursuant to this Agreement have been duly authorized and, when issued in accordance with the terms and provisions of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable 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 lawsnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with the Merger, pursuant to ARTICLE 2 of this Agreement have been duly authorized and when issued and delivered in accordance with the terms and provisions of this Agreement, Agreement will have been validly issued and will be duly authorized, validly issued, fully paid and non-assessable and will the issuance thereof is 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 lawssimilar right.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with pursuant to the MergerMerger and pursuant to the Company Options assumed by Parent has been duly authorized and will, when issued in accordance with the terms and provisions of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to free of any liens, encumbrances, preemptive or other statutory right rights and rights of stockholders and will be issued in compliance with applicable United States Federal and state securities lawsfirst refusal.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with the Mergeras Merger Consideration have been duly authorized and, when issued and delivered in accordance with the terms and provisions of this Agreement, will have been validly issued and will be duly authorized, validly issued, fully paid and non-assessable nonassessable and will the issuance thereof is 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 lawssimilar right.

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

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with the Merger, when issued in accordance with Merger and the terms and provisions of this Agreement, will be transactions contemplated hereby have been duly authorized, and are validly issued, fully paid and non-assessable 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 lawsassessable.

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

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with pursuant to the MergerMerger have been duly authorized, when issued in accordance with and upon consummation of the terms and provisions of transactions contemplated by this Agreement, will be duly authorized, validly issued, fully paid and non-assessable nonassessable, and will not be subject to any preemptive or other statutory right Lien of stockholders any nature except for the escrow provisions provided in Article VIII and will be issued in compliance with applicable United States Federal and state securities lawsany Liens created by any Company Stockholder.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with the Mergerthis Agreement have been duly authorized and, when issued in accordance with the terms and provisions of this Agreementat Closing, will be duly authorized, validly issued, fully paid and non-assessable 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 lawsnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with the Merger, when issued in accordance with the terms and provisions of this Agreement, Merger will be duly authorized, validly issued, fully paid paid, nonassessable and nonfree of pre-assessable 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 lawsemptive rights.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with pursuant to the MergerMerger have been duly authorized, when issued in accordance with the terms and provisions upon issuance pursuant to Section 1.6 of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable 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 lawsnonassessable.

Parent Common Stock. The All shares of Parent Common Stock to be issued in connection with the MergerMerger will be, when issued in accordance with the terms and provisions of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable 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 lawsnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with the Mergerpursuant to this Agreement, when issued in accordance with the terms and provisions of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to any no preemptive or other statutory right of stockholders and will be issued in compliance with applicable United States Federal and state securities lawsrights.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with that constitutes the Merger------------------- Merger Shares has been duly authorized, when issued in accordance with and upon consummation of the terms and provisions of transactions contemplated by this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to any preemptive or other statutory right of stockholders nonassessable and will be issued in compliance with applicable United States Federal federal and state securities laws.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with the Mergerpursuant to this Agreement, when issued in accordance with the terms and provisions of this Agreement, will will, assuming the accuracy of the representations contained in Article III and Article IV hereof, be duly authorized, validly issued, fully paid and non-assessable 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 lawsassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized, and when the share certificates in connection with the Merger, when respect of such Parent Common Stock are issued in accordance with the terms and provisions of this Agreementhereof, will be duly authorized, validly issued, issued and fully paid and non-assessable 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 lawspaid.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with pursuant to the MergerFirst Merger have been duly authorized and will, when issued in accordance with the terms and provisions of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable 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 lawsassessable.

Parent Common Stock. The shares Shares of Parent Common Stock to be ------------------- issued in connection with the Mergerpursuant to this Agreement, 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-assessable nonassessable and will not be subject to any free of preemptive or other statutory right of stockholders and will be issued in compliance with applicable United States Federal and state securities lawsrights.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with the MergerMerger has been duly authorized, when issued in accordance with and upon consummation of the terms and provisions of transactions contemplated by this Agreement, will be duly authorized, validly issued, fully paid and non-assessable 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 lawsnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with pursuant to the Merger, when issued in accordance with the terms and provisions of this Agreement, Merger will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to any preemptive or other statutory right of stockholders the same class as are currently registered under the Securities Exchange Act of 1934 and will be issued in compliance with applicable United States Federal and state securities lawsas traded on the Nasdaq National Market.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with that constitutes the Merger------------------- Merger Shares has been duly authorized, when issued in accordance with and upon consummation of the terms and provisions of transactions contemplated by this Agreement, will be duly authorized, validly issued, fully paid and non-assessable 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 lawsnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with pursuant to the MergerMerger has been duly authorized and will, when issued in accordance with the terms and provisions of this Agreement, will be duly authorized, validly issued, fully paid paid, and non-assessable 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 lawsnonassessable.

Parent Common Stock. The All shares of Parent Common Stock to be issued in connection with the MergerMergers will be, when issued in accordance with the terms and provisions of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable 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 lawsassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued in connection with to Company Stockholders pursuant to the MergerFirst Step Merger have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and non-assessable. All shares of Parent Common Stock which may be issued upon the exercise or vesting of Assumed Equity assumed by Parent hereunder will be, when issued in accordance with the terms and provisions of this Agreementthereof, will be duly authorized, validly issued, fully paid and non-assessable 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 lawsassessable.