Common use of Valid Issuance of Common Stock Clause in Contracts

Valid Issuance of Common Stock. The Common Stock that is being purchased hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Common Stock Shares that is are being purchased by Purchaser hereunder, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The Common Stock Shares that is are being purchased by the Purchasers hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Common Stock that is being purchased hereunderPurchased Stock, the Warrant and the Warrant Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Voting Agreement and the Registration Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Common Stock that is being purchased hereunderPurchased Stock, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Amended Voting Agreement and the Amended Registration Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Common Stock that is being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor's Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Common Stock that is being purchased hereunder, when issued, sold and delivered in accordance with by the terms of this Agreement for the consideration expressed herein, will be Investor hereunder has been duly and validly issued, issued and is fully paid and nonassessablenonassessable and, based in part upon the representations of the Investor in this Agreement, was issued in compliance with all applicable federal and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Common Stock that is being purchased hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed hereinPurchase Price, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Common Stock that is being purchased by the Investor hereunder, when issued, sold sold, and delivered in accordance with the terms of this Agreement Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The shares of Common Stock that is are being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer directly or indirectly created by the Company, other than restrictions on transfer contained in the Agreements and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Common Stock that is being purchased hereunderby Philxxxx xxxeunder, when issued, sold sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The shares of Common Stock that is are being purchased issued by Acquiror hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and 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 state and federal securities laws.

Valid Issuance of Common Stock. The Common Stock that is being purchased by Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Common Stock that is being purchased by the Purchaser hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Common Stock that is Shares being purchased by Holdings hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed hereinAgreement, will be duly and validly issued, fully paid and nonassessablepaid, non-assessable, not subject to any preemptive rights, and will be free and clear of restrictions on transfer other than restrictions on transfer under applicable state all liens, claims and federal securities lawsencumbrances.

Valid Issuance of Common Stock. The Common Stock that is being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and the Investor's Rights Agreement and under applicable state and federal securities laws.