Common use of Valid Issuance of Preferred and Common Stock Clause in Contracts

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock and Series B Preferred Stock that is 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 and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under this Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Series A Preferred Stock that is being purchased by Kleixxx xxxer the Televerde Purchase Agreement, when issued, sold and delivered in accordance with the terms thereof for the consideration expressed therein will be duly and validly issued, fully paid and nonassessable and, to the knowledge of the Company, will be free of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate, 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 Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under the Televerde Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate, will be duly and validly issued, fully paid and nonassessable and, to the knowledge of the Company, will be free of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock and Series B Preferred Stock that is Shares being purchased by the Investors Investor hereunder, when issued, sold sold, and delivered in accordance with the terms of this Agreement for the consideration expressed hereinin this Agreement, will be duly and validly issued, fully paid paid, and nonassessable nonassessable, and will be free of any Liens or restrictions on transfer, transfer other than restrictions on transfer under this Agreement and Agreement, the Investor Rights Agreement and the Series A Certificate of Designations and under applicable state and federal securities lawsLaws. The Series A Preferred Stock that is being purchased by Kleixxx xxxer the Televerde Purchase Agreement, when issued, sold and delivered in accordance with the terms thereof for the consideration expressed therein will be duly and validly issued, fully paid and nonassessable and, to the knowledge Each of the Company, will be free shares of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock Shares purchased under this Agreement and the PIK Shares has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the CertificateSeries A Certificate of Designations, will be duly and validly issued, fully paid paid, and nonassessable and will be free of any Liens or restrictions on transfer, transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement and under applicable state and federal securities lawsLaws. The Common Stock issuable upon sale of the Preferred Shares is not, and the issuance and the delivery of the PIK Shares will not be, and the subsequent conversion of the Series A Preferred Shares and the PIK Shares into Common Stock purchased under will not be, subject to any preemptive rights, rights of first offer or any anti-dilution provisions contained in the Televerde Agreement has been duly and validly reserved for issuance and, upon issuance Company Charter Documents. The PIK Shares when delivered in accordance with the terms Series A Certificate of the Certificate, Designation will be duly and validly issued, fully paid paid, and nonassessable and, to the knowledge of the Company, and will be free of any Lines or restrictions on transfer, transfer other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Rights Agreement and under applicable state and federal securities lawsLaws.

Valid Issuance of Preferred and Common Stock. (a) The Series A D Preferred Stock and Series B Preferred Stock that which is being purchased by the Investors 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 issued, fully paid and nonassessable nonassessable, and none will be issued in violation of any preemptive or similar rights and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable securities laws as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series D Preferred Stock hereunder, and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Series Class A Preferred Stock that is being purchased by Kleixxx xxxer the Televerde Purchase Agreement, when issued, sold and delivered in accordance with the terms thereof for the consideration expressed therein will be duly and validly issued, fully paid and nonassessable and, to the knowledge of the Company, will be free of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A D Preferred Stock and the Series B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the CertificateRestated Certificate of Incorporation, will shall be duly and validly issued, fully paid and nonassessable nonassessable, and, based in part upon the representations of the Investors in this Agreement, shall be issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series D Preferred Stock (or the Class A Common Stock issuable upon conversion thereof) and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement and the Investor Rights Stockholders Agreement and under applicable state and federal securities laws. The Company has reserved sufficient authorized but unissued Class A Common Stock issuable for issuance upon conversion of the Series A D Preferred Stock purchased under the Televerde Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate, will be duly and validly issued, fully paid and nonassessable and, to the knowledge of the Company, will be free of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Rights Agreement and under applicable state and federal securities lawsStock.

Valid Issuance of Preferred and Common Stock. (a) The Series A Preferred Stock and Series B Preferred Stock that which is being purchased by the Investors hereunderpursuant to this Agreement, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed hereinin this Agreement, will be duly and validly issued, fully paid and nonassessable and will be free of any liens, encumbrances, and restrictions on transfer, (other than restrictions on transfer under this Agreement and the Investor Registration Rights Agreement and under applicable state and federal securities laws. The Series A Preferred Stock that is being purchased by Kleixxx xxxer the Televerde Purchase Agreement, when issued, sold and delivered in accordance with the terms thereof for the consideration expressed therein will be duly and validly issued, fully paid and nonassessable ) and, to based in part upon the knowledge representations of the CompanyInvestors in this Agreement, will be free of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement issued in compliance with all applicable federal and the Investor Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the CertificateCertificate of Designations, will be duly and validly issued, fully paid and nonassessable and will be nonassessable, free of any liens, encumbrances, and restrictions on transfer, (other than restrictions on transfer under this Agreement and the Investor Registration Rights Agreement Agreement) and under issued in compliance with all applicable state and federal securities laws. The Common Stock issuable upon conversion , as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock purchased under the Televerde Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate, will be duly and validly issued, fully paid and nonassessable and, pursuant to the knowledge of the Company, will be free of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Rights Agreement and under applicable state and federal securities lawsthis Agreement.

Valid Issuance of Preferred and Common Stock. The Series A -------------------------------------------- Preferred Stock and Series B Preferred Stock that is being which may be purchased by the Investors Investor 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 issued, fully paid and nonassessable and, based in part upon the representations of the Investor in this Agreement, will be issued in compliance with all applicable securities laws as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred hereunder, and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Series A Preferred Stock that is being purchased by Kleixxx xxxer the Televerde Purchase Agreement, when issued, sold and delivered in accordance with the terms thereof for the consideration expressed therein will be duly and validly issued, fully paid and nonassessable and, to the knowledge of the Company, will be free of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the CertificateAmended Certificate of Designation, will shall be duly and validly issued, fully paid and nonassessable nonassessable, and, based in part upon the representations of the Investor in this Agreement, shall be issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred (or the Common Stock issuable upon conversion thereof) and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Company has reserved sufficient authorized but unissued Common Stock issuable for issuance upon conversion of the Series A Preferred Stock purchased under the Televerde Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate, will be duly and validly issued, fully paid and nonassessable and, to the knowledge of the Company, will be free of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Rights Agreement and under applicable state and federal securities lawsPreferred.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock Shares and Series B Preferred Stock that is the Warrant being purchased by the Investors 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 nonassessable, and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement Agreement, such Warrant and the Investor Rights Agreement and under applicable state and federal securities laws. The Series A Preferred Stock that is being purchased by Kleixxx xxxer Except as set forth in Schedule 2.5 of Exhibit B, the Televerde Purchase Agreement, when issued, sold and delivered in accordance with the terms thereof for the consideration expressed therein will be duly and validly issued, fully paid and nonassessable and, to the knowledge of the Company, will be free of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A D Convertible Preferred Stock and the Series B Preferred Common Stock purchased under this Agreement issuable upon exercise of the Warrant has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the CertificateCertificate of Designations of Preferences and Rights of Series D Convertible Preferred Stock attached hereto as Exhibit C (the "Certificate of Designations") and the Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") or upon issuance in accordance with the terms of such Warrant, as the case may be, will be duly and validly issued, fully paid paid, and nonassessable and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement Agreement, such Warrant and the Investor Rights Agreement and under applicable state and federal securities laws. The So long as the number of shares of Common Stock issuable upon conversion of the Series A Preferred Company outstanding on a fully-diluted, as-converted basis exceeds the number of authorized Common Stock purchased under the Televerde Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate, will be duly and validly issued, fully paid and nonassessable and, to the knowledge of the Company, at the 1999 Annual Meeting of Stockholders (which shall be held prior to June 30, 1999) the Company shall seek stockholder approval of an amendment to its Certificate of Incorporation to increase its authorized Common Stock so that the number of authorized shares of Common Stock will be free thereafter exceed the number of restrictions shares outstanding on transfera fully-diluted, other than restrictions on transfer under the Televerde Purchase Agreement as-converted basis, and the Investor Rights Agreement and under applicable state and federal securities lawsCompany shall use its reasonable best efforts to obtain such stockholder approval.

Valid Issuance of Preferred and Common Stock. (a) The Series A Preferred Stock and Series B Preferred Stock that which is being purchased by the Investors Investor 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 issued, fully paid and nonassessable and, based in part upon the representations of the Investor in this Agreement, will be issued in compliance with all applicable securities laws as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder, and will be free of restrictions on transfer, other than restrictions on transfer under this Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Series A Preferred Stock that is being purchased by Kleixxx xxxer the Televerde Purchase Agreement, when issued, sold and delivered in accordance with the terms thereof for the consideration expressed therein will be duly and validly issued, fully paid and nonassessable and, to the knowledge of the Company, will be free of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate, 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 Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under the Televerde Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the CertificateRestated Certificate of Incorporation, will shall be duly and validly issued, fully paid and nonassessable nonassessable, and, to based in part upon the knowledge representations of the CompanyInvestor in this Agreement, shall be issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock (or the Common Stock issuable upon conversion thereof) and will be free of restrictions on transfer, transfer other than restrictions on transfer under the Televerde Purchase this Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Company has reserved sufficient authorized but unissued Common Stock for issuance upon conversion of the Series A Preferred Stock.

Valid Issuance of Preferred and Common Stock. (a) The Series A Preferred Stock and Series B Preferred Stock that which is being purchased by the Investors 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 issued, fully paid and nonassessable and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement and the Investor Investors' Rights Agreement and under applicable state stock and federal securities laws. The Series A Preferred Stock that is being purchased by Kleixxx xxxer the Televerde Purchase Agreement, when issued, sold and delivered in accordance with the terms thereof for the consideration expressed therein will be duly and validly issued, fully paid and nonassessable and, to the knowledge of the Company, will be free of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Rights Agreement and under applicable state and federal securities lawslaw. The Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the CertificateRestated Certificate of Incorporation, will shall be duly and validly issued, fully paid and nonassessable nonassessable, and issued in compliance with all applicable securities laws and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement and the Investor Investors' Rights Agreement and under applicable state stock and federal securities laws. The Common Stock issuable upon conversion law, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock purchased under the Televerde Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate, will be duly and validly issued, fully paid and nonassessable and, to the knowledge of the Company, will be free of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Rights Agreement and under applicable state and federal securities lawshereunder.

Valid Issuance of Preferred and Common Stock. (a) The Series A Preferred Stock and Series B Preferred Stock that is Shares which are being purchased by the Investors 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 issued, fully paid and paid, nonassessable and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement the Financing Agreements and the Investor Rights Agreement and under applicable state and federal securities laws. The Series A Preferred Stock that is Warrants which are being purchased by Kleixxx xxxer the Televerde Purchase AgreementInvestors hereunder, when issued, sold and delivered in accordance with the terms thereof hereof for the consideration expressed therein herein, will be duly and validly issued, fully paid issued and nonassessable and, to the knowledge of the Company, will be free of restrictions on transfer, transfer other than restrictions on transfer thereunder, under the Televerde Purchase Agreement and the Investor Rights Agreement Financing Agreements and under applicable state and federal securities laws. The Common Stock issuable Based in part upon conversion the representations of the Series A Preferred Investors in this Agreement, the Shares and Warrants will be issued in compliance with all applicable federal and state securities laws. The Conversion Stock and the Series B Preferred Stock purchased under this Agreement has Warrant Shares have been duly and validly reserved for issuance and, in the case of the Conversion Stock, upon issuance in accordance with the terms of the CertificateRestated Certificate and, 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 in the Investor Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion case of the Series A Preferred Stock purchased under the Televerde Agreement has been duly and validly reserved for issuance andWarrant Shares, upon issuance in accordance with the terms of the CertificateWarrants, will shall be duly and validly issued, fully paid paid, nonassessable and nonassessable and, to the knowledge of the Company, will be free of restrictions on transfer, transfer other than restrictions on transfer under the Televerde Purchase Agreement Financing Agreements, any agreements to which the Investors may become a party after the date hereof, and the Investor Rights Agreement and under applicable state and federal securities laws and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Shares hereunder.

Valid Issuance of Preferred and Common Stock. The Series A E Preferred Stock and Series B Preferred -------------------------------------------- Stock that is being purchased by the Investors Stock 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, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and under applicable state and federal securities laws. The Notes that are being purchased by the Note 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 and nonassessable nonassessable, and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement and Agreement, the Investor Notes, the Investors' Rights Agreement and under applicable state and federal securities laws. The Series A E Preferred Stock that is being purchased by Kleixxx xxxer may be issued to the Televerde Purchase AgreementNote Purchasers upon conversion of the Notes, when issued, sold issued and delivered in accordance with the terms thereof for the consideration expressed therein thereof, will be duly and validly issued, fully paid and nonassessable andnonassessable, to the knowledge of the Company, will be and free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement, the Televerde Purchase Agreement and the Investor Investors' Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B E Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid paid, and nonassessable and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under the Televerde Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate, will be duly and validly issued, fully paid and nonassessable and, to the knowledge of the Company, will be free of restrictions on transfer, other than restrictions on transfer under the Televerde Purchase Agreement and the Investor Investors' Rights Agreement and under applicable state and federal securities laws.