Common use of Valid Issuance of Securities Clause in Contracts

Valid Issuance of Securities. The Stock that is being issued to ---------------------------- the Purchasers hereunder, 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 free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement and applicable state and federal securities laws. Based in part upon the representations of the Purchasers in this Agreement and subject to the provisions of Section 2.6 below, the Stock will be issued in compliance with all applicable federal and state securities laws and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption. The Common Stock issuable upon conversion of the Stock has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, shall be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement and applicable federal and state securities laws and will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. The Stock that is being issued to ---------------------------- the Purchasers hereunder, 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 free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement and applicable state and federal securities laws. Based in part upon the representations of the Purchasers in this Agreement and subject to the provisions of Section 2.6 below, the Stock will be issued in compliance with all applicable federal and state securities laws and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptionlaws. The Common Stock issuable upon conversion of the Stock has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, shall be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement and applicable federal and state securities laws and will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. The Stock that is being issued to ---------------------------- the Purchasers hereunder, 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 free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Investors Rights Agreement and applicable state and federal securities laws. Based in part upon the representations of the Purchasers in this Agreement and subject to the provisions of Section 2.6 below, the Stock will be issued in compliance with all applicable federal and state securities laws laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption. The Common Stock issuable upon conversion of the Stock has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, shall be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Investors Rights Agreement and applicable federal and state securities laws and will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. The Stock that is Shares being issued to ---------------------------- the Purchasers hereunder, 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 free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement and applicable state and federal securities lawslaws and not subject to any preemptive rights of others. The issued and outstanding shares of the Company's Common Stock are duly and validly issued, fully paid and nonassessable and have been issued in compliance with applicable state and federal securities laws and are approved for quotation on the Nasdaq National Market under the symbol "ECCS", subject to events described on Schedule 2.05. Based in part upon the representations of the Purchasers in this Agreement and subject to the provisions of Section 2.6 2.06 below, the Stock Shares will be issued in compliance with all applicable federal and state securities laws and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptionlaws. The Common Stock issuable upon the redemption or conversion of the Stock Shares has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, shall Certificate will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement and applicable state and federal and state securities laws and will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. The Stock that is Shares being issued to ---------------------------- the Purchasers Purchaser hereunder, 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 free of restrictions on transfer other than any liens or encumbrances except as set forth herein or in the Company Certificate of Incorporation; provided, however, that the Shares may be subject to restrictions on transfer under this Agreement, the Investors' Rights Agreement and applicable state and and/or federal securities lawslaws as set forth herein. Based in part upon the representations of the Purchasers Purchaser in this Agreement and subject to the provisions of Section 2.6 belowAgreement, the Stock Shares will be issued in compliance with all applicable federal and state securities laws and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptionlaws. The Common Stock Conversion Shares issuable upon conversion of the Stock Shares has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, Company's Certificate of Incorporation shall be duly and validly issued, fully paid and nonassessable non-assessable and free of restrictions on transfer other than any liens or encumbrances except as set forth herein or in the Company Certificate of Incorporation (provided, however, that such Conversion Shares may be subject to restrictions on transfer under this Agreement, the Investors' Rights Agreement and applicable state and/or federal and state securities laws and as set forth herein) will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. The Stock that is being issued to ---------------------------- the Purchasers hereunder, 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 free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement and applicable state and federal securities laws. Based in part upon the representations of the Purchasers in this Agreement and subject to the provisions of Section 2.6 belowAgreement, the Stock will be issued in compliance with all applicable federal and state securities laws and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptionlaws. The Common Stock issuable upon conversion of the Stock has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of the Restated CertificateArticles, shall be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement and applicable federal and state securities laws and will be issued in compliance with all applicable federal and state securities laws.