Common use of Valid Issuance of Preferred Stock Clause in Contracts

Valid Issuance of Preferred Stock. The Preferred Shares, when issued, sold and delivered in accordance with the terms 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 set forth in Section 3 of this Agreement, will be issued in compliance with all applicable federal and state securities laws free and clear of all restrictions on transfer (other than those arising from application of the securities laws). The Common Stock issuable upon conversion of the Preferred Shares purchased under this Agreement have been duly and validly reserved for issuance and when issued and delivered in accordance with the Restated Articles will be duly and validly issued, fully paid and nonassessable.

Valid Issuance of Preferred Stock. The Preferred Shares, when --------------------------------- issued, sold and delivered in accordance with the terms 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 set forth in Section 3 of this Agreement, will be issued in compliance with all applicable federal and state securities laws free and clear of all restrictions on transfer (other than those arising from application of the securities laws). The Common Stock issuable upon conversion of the Preferred Shares purchased under this Agreement have has been duly and validly reserved for issuance and when issued and delivered in accordance with the Restated Articles will be duly and validly issued, fully paid and nonassessableissuance.

Valid Issuance of Preferred Stock. The Preferred Shares, when issued, sold and delivered in accordance with the terms 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 set forth in Section 3 of this Agreement, will be issued in compliance with all applicable federal and state securities laws free and clear of all restrictions on transfer (other than those arising from application of the securities laws). The Common Stock issuable upon conversion of the Preferred Shares purchased under this Agreement have been duly and validly reserved for issuance and when issued and delivered in accordance with the Restated Articles will be duly and validly issued, fully paid and nonassessablenon-assessable.

Valid Issuance of Preferred Stock. The Preferred Sharesshares, when issued, sold and delivered in accordance with the terms 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 set forth in Section 3 of this Agreement, will be issued in compliance with all applicable federal and state securities laws free and clear of all restrictions on transfer (other than those arising from application of the securities laws). The Common Stock issuable upon conversion of the Preferred Shares purchased under this Agreement have been duly and validly reserved for issuance and when issued and delivered in accordance with the Restated Articles will be duly and validly issued, fully paid and nonassessableissuance.