Common use of Valid Issuance of Common Shares Clause in Contracts

Valid Issuance of Common Shares. The Common Shares, when issued, sold and delivered in accordance with the terms hereof, for the consideration expressed herein, will be validly issued, fully paid and nonassessable and, based in part upon the representations of the Subscriber in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Shares will be issued free of any preemptive rights.

Valid Issuance of Common Shares. The Common SharesShares being purchased by the Subscriber hereunder, when issued, sold and delivered in accordance with the terms hereof, of this Agreement for the consideration expressed herein, will be validly issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable securities laws, and, based in part upon the representations of the Subscriber in this Agreement, will be issued in compliance with the registration and qualification provisions of all applicable federal and state securities laws. The Common Shares will be issued free of any preemptive rightslaws or pursuant to valid exemptions therefrom.

Valid Issuance of Common Shares. The Common Shares, when issued, Shares sold and delivered in accordance with the terms hereof, hereof for the consideration expressed herein, herein will be duly and validly issued, fully paid and nonassessable and, based in part upon and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. Assuming the accuracy of the representations of the Subscriber Investor in this AgreementSection 3, the Common Shares will be issued in compliance with all applicable federal and state securities laws. The Common Shares will be issued free of any preemptive rights.

Valid Issuance of Common Shares. The Common Shares, when issued, sold and delivered in accordance with the terms hereof, for the consideration expressed herein, will be validly issued, fully paid and nonassessable and, based in part upon the representations of the Subscriber in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Shares will be issued free of any preemptive rights.. 4.5

Valid Issuance of Common Shares. The Common SharesShares that are being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof, of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable andnonassessable, based in part upon the representations of the Subscriber in this Agreement, and will be issued in compliance with all free of restrictions on transfer other than restrictions on transfer under this Agreement and the Registration Rights Agreement and under applicable state and federal and state securities laws. The Common Shares will be issued free of any preemptive rights.

Valid Issuance of Common Shares. The Common SharesShares that are ------------------------------- being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof, of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable andnonassessable, based in part upon the representations of the Subscriber in this Agreement, and will be issued in compliance with all free of restrictions on transfer other than restrictions on transfer under this Agreement and the Registration Rights Agreement and under applicable state and federal and state securities laws. The Common Shares will be issued free of any preemptive rights.

Valid Issuance of Common Shares. The Common Shares, Shares have been duly and validly authorized and when issued, sold issued and delivered in accordance with the terms hereof, for the consideration expressed herein, will be validly issued, fully paid and nonassessable and, based in part upon the representations of the Subscriber in pursuant to this Agreement, will be issued in compliance with all applicable federal and state securities laws. The such Common Shares will be duly and validly issued free and fully paid and non-assessable and will not be issued in violation of any preemptive pre-emptive rights, resale rights, rights of first refusal or similar rights.

Valid Issuance of Common Shares. The Common Shares, when ------------------------------- issued, sold and delivered in accordance with the terms hereof, for the consideration expressed herein, will be validly issued, fully paid and nonassessable and, based in part upon the representations of the Subscriber in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Shares will be issued free of any preemptive rights.

Valid Issuance of Common Shares. The Common Shares, when issued, sold and delivered issued in accordance compliance with the terms hereof, for the consideration expressed herein, provisions of this Agreement will be duly authorized, validly issued, fully paid and nonassessable andnon-assessable, based in part upon the representations of the Subscriber in this Agreement, and will be issued in compliance with all applicable federal and state securities laws. The Common Shares will be issued free of any preemptive rightsliens or encumbrances caused or created by the Company; provided, however, that all such shares may be subject to restrictions on transfer under state and federal securities laws as set forth herein, and as may be required by future changes in such laws.

Valid Issuance of Common Shares. The Common Shares, when issued, sold issued and delivered in accordance compliance with the terms hereof, for the consideration expressed herein, provisions of this Agreement will be duly authorized, validly issued, fully paid and nonassessable and, based in part upon the representations of the Subscriber in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Shares will be issued free of any preemptive rightsnon-assessable.