Common use of Valid Issuance of Buyer Common Stock Clause in Contracts

Valid Issuance of Buyer Common Stock. If shares of Buyer Common Stock are issued pursuant to Section 1.9(a), the shares of Buyer Common Stock, when issued, will be duly authorized, validly issued, fully paid and non-assessable, will not be subject to any preemptive or other statutory right of stockholders, will be issued in compliance with the Securities Act, the Exchange Act and state securities Laws, and will be free of any Encumbrances other than those created by the applicable Selling Securityholder.

Valid Issuance of Buyer Common Stock. If The shares of Buyer Common Stock are to be issued pursuant to Section 1.9(a), the shares of Buyer Common StockMerger have been duly authorized and reserved for issuance and, when issued, issued in accordance with the terms of this Agreement will be duly authorized, validly issued, fully paid paid, and non-assessable, will assessable and not be subject to any preemptive or other statutory right of stockholders, will be rights and issued in compliance with the Securities Act, the Exchange Act and all applicable federal or state securities Lawslaws. The authorized, issued and will be free outstanding capitalization of any Encumbrances Buyer is as set forth in the SEC Documents as of the dates of the financial statements or other than those created by information included in the applicable Selling SecurityholderSEC Documents.

Valid Issuance of Buyer Common Stock. If The shares of Buyer Common Stock are to be issued pursuant to Section 1.9(a), the shares of Buyer Common StockMerger have been duly authorized and reserved for issuance and, when issued, issued in accordance with the terms of this Agreement will be duly authorized, validly issued, fully paid paid, and non-assessable, will assessable and not be subject to any preemptive or other statutory right of stockholders, will be rights and issued in compliance with the Securities Act, the Exchange Act and all applicable federal or state securities Lawslaws. The authorized, issued and will be free outstanding capitalization of any Encumbrances Buyer is as set forth in the Buyer SEC Documents as of the dates of the financial statements or other than those created by information included in the applicable Selling SecurityholderBuyer SEC Documents.

Valid Issuance of Buyer Common Stock. If Any shares of Buyer Common Stock are issued pursuant to Section 1.9(a), the shares of Buyer Common Stockissuable under this Agreement, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, will not be subject to any preemptive or other statutory right of stockholders, will be issued in compliance with the Securities Act, the Exchange Act and state securities Laws, nonassessable; and will be free registered with the SEC under the Securities Act and shall be included for listing on the NYSE at the time of any Encumbrances other than those created by the applicable Selling Securityholderissuance.