Common use of Valid Issuance of Preferred Stock Clause in Contracts

Valid Issuance of Preferred Stock. The Preferred Stock, when --------------------------------- authorized, issued, sold and delivered in accordance with the terms hereof will be duly authorized, validly issued, fully paid and nonassessable and after registration under applicable securities laws as contemplated by this Agreement will be free of restrictions on transfer and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with applicable securities laws.

Valid Issuance of Preferred Stock. The Preferred Stock, when --------------------------------- authorized, issued, sold and delivered in accordance with the terms hereof will be duly authorized, validly issued, fully paid and nonassessable nonassessable. The issuance, sale and after registration under applicable securities laws as contemplated by this Agreement will be free of restrictions on transfer and, based in part upon the representations delivery of the Investors in this AgreementPreferred Stock and the issuance of the Common Stock upon conversion of the Preferred Stock is not subject to any pre-emptive right, will be issued in compliance with applicable securities lawsright of first refusal or similar right that has not been waived.

Valid Issuance of Preferred Stock. The Preferred Stock, when --------------------------------- authorized, issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly authorized, and validly issued, fully fully-paid and nonassessable nonassessable, and after registration under applicable securities laws as contemplated by this Agreement will be free of restrictions on transfer and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with other than restrictions on transfer imposed under applicable state and federal securities laws.

Valid Issuance of Preferred Stock. The Preferred Stock, when --------------------------------- authorized, issued, sold and delivered in accordance with the terms hereof will be duly authorized, and validly issued, fully paid and nonassessable and after registration under applicable securities laws as contemplated by this Agreement will be free of restrictions on transfer other than under this Agreement, and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with applicable federal and state securities laws. The Company has a sufficient number of shares of Preferred Stock authorized and reserved for issuance pursuant to the provisions of Section 4(c) of Exhibit A attached hereto.

Valid Issuance of Preferred Stock. The Preferred Stock, when --------------------------------- authorized, issued, sold and delivered in accordance with the terms hereof will be duly authorized, validly issued, fully paid and nonassessable and after registration under applicable securities laws as contemplated by this Agreement will be free of restrictions on transfer and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with applicable securities laws.

Valid Issuance of Preferred Stock. The Preferred Stock, when --------------------------------- authorized, issued, sold and delivered issued in accordance compliance with the terms hereof provisions of this Agreement will be duly authorized, validly issued, fully paid and nonassessable non-assessable, and after registration under applicable securities laws as contemplated by this Agreement will be free of any liens or encumbrances caused or created by the Company; provided, however, that all such shares may be subject to restrictions on transfer andunder state and federal securities laws as set forth herein, based and as may be required by future changes in part upon the representations of the Investors in this Agreement, will be issued in compliance with applicable securities such laws.