Common use of Shares and Corporate Documents Clause in Contracts

Shares and Corporate Documents. All of the Buyer's securities to be issued hereunder have been duly authorized and when issued, the shares of Common Stock and the 2006 Series of Convertible Preferred Stock will be valid and legally issued shares, fully paid and nonassessable, free and clear of all liens or encumbrances, and not in violation of any preemptive or similar rights or any securities laws. Prior to the Effective Date, Buyer has delivered to Seller a true, correct, and complete copy of the current certificate of incorporation and bylaws of Buyer.