Common use of Parent Shares Clause in Contracts

Parent Shares. All shares of Parent Common Stock which may be issued pursuant to this Agreement will be, when issued in accordance with the terms of this Agreement for the consideration expressed herein, duly authorized and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions set forth herein, under Parent’s bylaws or under the Securities Act and any other applicable Law.

Parent Shares. All shares of Parent Common Stock which may be issued pursuant to this Agreement will be, when issued in accordance with the terms of this Agreement for the consideration expressed herein, duly authorized and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions set forth herein, under Parent’s bylaws or under the Restriction Agreement or under the Securities Act and any other applicable Law.

Parent Shares. Parent has reserved a sufficient number of shares of Parent Common Stock in order to fulfill its obligations hereunder. All shares of Parent Common Stock which may be issued pursuant to this Agreement will be, when issued in accordance with the terms of this Agreement for the consideration expressed herein, duly authorized and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions set forth herein, the Registration Rights and Lock-up Agreement, under Parent’s bylaws or under the Securities Act and any other applicable LawLegal Requirement.

Parent Shares. All shares of the Parent Common Stock which may be issued pursuant to issuable in accordance with this Agreement will be, when issued in accordance with the terms of this Agreement for the consideration expressed hereinso issued, duly authorized and authorized, validly issued, fully paid and nonassessable, non-assessable and will be free and clear of restrictions on transfer any liens (other than restrictions set forth herein, 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’s bylaws or under the Securities Act and any other applicable Law.

Parent Shares. All The shares of Parent Common Stock which may be issued pursuant to this Agreement will beAgreement, when issued and delivered to the Participating Rights Holders in accordance with the terms of this Agreement for the consideration expressed hereinAgreement, will be (i) duly authorized and authorized, validly issued, fully paid and nonassessable, (ii) duly listed for trading on The NASDAQ Stock Market (or such other principal stock exchange on which the shares of Parent Common Stock are traded on the date on which such shares are issued), and will be free of restrictions on transfer other than restrictions set forth herein, under Parent’s bylaws or under the Securities Act (iii) issued in compliance with applicable state and any other applicable Lawfederal securities laws.