Common use of Parent Shares Clause in Contracts

Parent Shares. All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

Parent Shares. All of the outstanding Parent Shares issuable Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) nonassessable and not subject to preemptive or other similar rights of the stockholders of Parentrights.

Parent Shares. All of the Parent Shares issuable in exchange for Shares in the Offer and the Merger in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights. The issuance of such Parent Shares will be registered under the Securities Act and clear of any liens (other than those created registered or exempt from registration under federal and applicable state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parentlaws.

Parent Shares. All of the The Parent Shares issuable in accordance connection with the transactions contemplated hereby, upon issuance on the terms and conditions contemplated in this Agreement Agreement, will be, when so issued, be duly authorized, validly issued, fully paid paid, and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parentassessable.

Parent Shares. All of shares constituting the Parent Shares issuable in accordance with which are issued to Seller pursuant to this Agreement will beshall, if and when so issued, be duly authorized, and validly issued, fully paid and non-assessable nonassessable and free from all Taxes and clear Encumbrances. Buyer shall take all such actions as may be necessary to assure that all such Parent Shares may be issued without violation of any liens (other than those created under federal and state securities laws applicable Law or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parentgovernmental regulation.

Parent Shares. All of the The Parent Shares issuable in accordance with that may be issued pursuant to this Agreement have been duly authorized and, upon issuance pursuant to this Agreement, will be, when so issued, duly authorized, be validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under assessable, will be issued in compliance with all applicable federal and state securities laws laws, and will be issued free of any preemptive rights, liens or restrictions other than those imposed pursuant to the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of ParentSecurities Act.

Parent Shares. All of the Parent Shares issuable Upon issuance in accordance with this Agreement Agreement, the Parent Shares will be, when so issued, be duly authorized, validly issued, fully paid paid, freely transferable and non-assessable and assessable, free and clear of any liens all Encumbrances imposed or created by or otherwise resulting from the acts or omissions of Parent (other than those created under federal and state securities laws or the Voting Agreement) and not except for subject to preemptive or other similar rights of the stockholders of Parentrestrictions set forth in the Parent Stockholder Agreements).

Parent Shares. All of the The Parent Shares issuable in accordance with to be issued pursuant to the terms of this Agreement will be, when so issued, be duly authorized, validly issued, fully paid and non-assessable nonassessable, and will vest in the Shareholders good and valid title, free and clear of any liens (other than those created under federal all liens, claims, encumbrances and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parentrestrictions.

Parent Shares. All The Parent Shares have been duly authorized, and upon consummation of the Parent Shares issuable transactions contemplated by this Agreement and when issued in accordance with this Agreement Section 1.9 to a Securityholder, such Parent Shares will be, when so issued, duly authorized, be validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) nonassessable and not subject to any preemptive right created by the certificate of incorporation or other similar rights of the stockholders bylaws of Parent.

Parent Shares. All of the The Parent Shares issuable in accordance with that will be issued pursuant to this Agreement have been duly authorized and, upon issuance pursuant to this Agreement, will be, when so issued, duly authorized, be validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under assessable, will be issued in compliance with all applicable federal and state securities laws laws, and will be issued free of any preemptive rights, liens or restrictions other than those imposed pursuant to the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of ParentSecurities Act.

Parent Shares. All shares of the Parent Shares issuable in accordance with Stock issued under this Agreement will be, when so issued, be duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) nonassessable and not subject to any preemptive rights created by statute, Parent’s articles of incorporation or other similar rights of the stockholders of Parentbylaws or any Contract to which Parent is a party or by which it is bound.