Common use of Parent Common Stock Clause in Contracts

Parent Common Stock. The Parent Common Stock to be issued pursuant to the Merger has been duly authorized and will, when issued in accordance with this Agreement be validly issued, fully paid, and unassessable and will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger has have been duly authorized authorized, and willupon consummation of the transactions contemplated by this Agreement, when issued in accordance with this Agreement will be validly issued, fully paid, paid and unassessable nonassessable and will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Actfree and clear of all Liens.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger has have been duly authorized and will, when issued in accordance with this Agreement upon consummation of the Transactions will be validly issued, fully paid, paid and unassessable nonassessable and will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Actfree and clear of all Liens.

Parent Common Stock. The Parent Common Stock to be issued pursuant to the Merger has been duly authorized and will, when issued in accordance with this Agreement Agreement, be validly issued, fully paid, paid and unassessable nonassessable and will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Act.

Parent Common Stock. The Parent Common Stock to be issued pursuant to the Merger and pursuant to the Company Options assumed by Parent has been duly authorized and will, when issued in accordance with this Agreement Agreement, be validly issued, fully paid, paid and unassessable non-assessable and will not be subject to free of any restrictions on resale under the Securities Actliens, other than restrictions imposed by Rule 145 under the Securities Actencumbrances, preemptive rights and rights of first refusal.

Parent Common Stock. The Parent Common Stock to be issued pursuant to ------------------- the Merger has been duly authorized and will, when issued in accordance with this Agreement be validly issued, fully paid, and unassessable and will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger has been duly authorized and will, when issued and delivered in accordance with this Agreement Agreement, be duly authorized, validly issued, fully paidpaid and non-assessable; provided, and unassessable and however, that the Parent Common Stock to be issued hereunder will not be subject to any restrictions on resale transfer under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Actapplicable federal and state securities laws.

Parent Common Stock. The Parent Common Stock to be issued pursuant to in the Merger has been duly authorized authorized, and willupon consummation of the transactions contemplated by this Agreement, when issued in accordance with this Agreement will be validly issued, fully paid, paid and unassessable and will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Actnonassessable.

Parent Common Stock. The Parent Common Stock to be issued pursuant to the Merger has been duly authorized and will, when issued and delivered in accordance with this Agreement be validly issued, fully paid, paid and unassessable and nonassessable will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 promulgated under the Securities Act. III.4 SEC Filings; Parent Financial Statements.

Parent Common Stock. The Parent Common Stock to be issued pursuant to the Merger has been duly authorized and will, when issued in accordance with this Agreement Agreement, be validly issued, fully paid, and unassessable and will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Actnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger has been duly authorized and will, when issued and delivered in accordance with this Agreement Agreement, be duly authorized, validly issued, fully paid, paid and unassessable non-assessable and will not be issued in compliance with applicable federal and state securities laws; provided, however, that the Parent Common Stock to be issued hereunder will be subject to any restrictions on resale transfer under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Actapplicable federal and state securities laws.

Parent Common Stock. The Parent Common Stock to be issued pursuant to the Merger has been will be duly authorized authorized, and will, when the share certificates in respect of such Parent Common Stock are issued in accordance with this Agreement the terms hereof, will be validly issued, issued and fully paid, and unassessable and will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger has have been duly authorized authorized, and willupon consummation of the transactions contemplated by this Agreement, when issued in accordance with this Agreement will be validly issued, fully paidpaid and nonassessable, and unassessable and will not be subject to any restrictions on resale under Lien of any nature except for the Securities Act, other than restrictions imposed escrow provisions provided in Article VIII and any Liens created by Rule 145 under the Securities Actany Company Stockholder.