Common use of Valid Issuance of Shares Clause in Contracts

Valid Issuance of Shares. The Shares being purchased by the Shareholders 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 law.

Valid Issuance of Shares. The Shares that are being purchased by sold to the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be Purchaser hereunder are 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 under applicable lawfederal and state securities laws, and will be free of all other liens and adverse claims.

Valid Issuance of Shares. The Shares that are being purchased by the Shareholders Purchaser hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for Agreement, including payment of 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 law.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Agreement, 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 the applicable state and under applicable lawfederal securities laws and liens or encumbrances created by or imposed by the Subscriber.

Valid Issuance of Shares. The Shares that are being purchased by the Shareholders issued to 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 issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and under applicable lawfederal and state securities laws, will be free of all other liens and adverse claims.

Valid Issuance of Shares. The Shares being purchased by the Shareholders Investors hereunder, when issued, sold sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, will be fully paid and nonassessable, will not be issued in violation of any preemptive or similar rights, and will be free and clear of all Encumbrances (including any restrictions on transfer transfer), other than restrictions on transfer under this Agreement and under applicable lawstate and federal securities laws.

Valid Issuance of Shares. The Shares that are being purchased by sold to the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be Purchaser hereunder are 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 under applicable lawfederal and state securities laws, will be free of all other liens and adverse claims.

Valid Issuance of Shares. The Shares that are being purchased by the Shareholders Investor hereunder, 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 and nonassessablenon-assessable, and will be free of all restrictions on transfer imposed by or through the Company other than restrictions on transfer under as set forth in the Bye-laws, this Agreement or the Shareholders Agreement and under applicable lawsecurities, insurance regulatory and other laws and regulations.

Valid Issuance of Shares. The Shares that are being purchased by issued to the Shareholders Purchasers 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 will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and under applicable lawfederal and state securities laws, will be free of all other liens and adverse claims.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, 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 nonassessablenon-assessable, and will be free of any Encumbrances or restrictions on transfer other than restrictions on transfer under this Agreement and or under applicable lawsecurities laws or Encumbrances created or imposed by Creditor.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, 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 lawstate and federal securities laws.

Valid Issuance of Shares. The Shares that are being purchased by sold to the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be Buyer hereunder were duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer pursuant to applicable law and under this Agreement and under applicable law.Agreement

Valid Issuance of Shares. The Shares being purchased by the Shareholders 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, outstanding, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable lawstate and Federal securities laws.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunder, when issued, sold When issued and delivered against payment therefor in accordance with the terms of this Agreement for Agreement, the consideration expressed herein, will Shares shall be duly authorized and validly issuedissued (including, without limitation, issued in compliance with applicable federal and state securities laws), fully paid and nonassessablenon-assessable and not subject to any preemptive rights, and will be free of restrictions liens, claims or encumbrances, or other restriction on transfer other than restrictions on transfer under transfer, except as set forth in this Agreement and under applicable lawAgreement.

Valid Issuance of Shares. The Shares which are being purchased by the Shareholders granted hereunder, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, herein will be duly and validly issued, fully paid and nonassessablenonassessable (except as set forth herein) and, and based in part upon the representations of Grantee in this Agreement, will be free of restrictions on transfer other than restrictions on transfer under this Agreement issued in compliance with all applicable federal and under applicable lawstate securities laws.

Valid Issuance of Shares. The Shares which are being purchased by the Shareholders 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, free and clear of all liens and encumbrances and restrictions other than as set forth in this Agreement or other than imposed by applicable law or regulation and, based in part upon the representations of Investor in this Agreement, the Shares will be free of restrictions on transfer other than restrictions on transfer under this Agreement issued in compliance with all applicable federal and under applicable lawstate securities laws.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunder, when When issued, sold and delivered in accordance with the terms of this Agreement for Agreement, the consideration expressed herein, Shares 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 Agreement, under applicable lawstate and federal securities laws and liens and/or encumbrances created or imposed by the Investor.

Valid Issuance of Shares. The Shares that are being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will Purchaser hereunder shall be duly and validly issued, fully paid paid, and nonassessable, and will be free of pre-emptive rights, liens and free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable lawstate and federal securities laws.

Valid Issuance of Shares. The Shares that are being purchased by sold to the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be Share Purchaser hereunder are 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 Share Agreement and under applicable lawfederal and state securities laws, will be free of all other liens, security interests and adverse claims.

Valid Issuance of Shares. The Shares that are being purchased by issued to the Shareholders Contributors 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 and clear of all Liens and restrictions on transfer imposed by or through the Company other than restrictions on transfer under as set forth in this Agreement and under applicable lawstate and federal securities laws. Except as set forth in Section 6.4 of the Company Disclosure Schedules, no stock transfer Taxes are due as a result of the issuance and purchase of the Shares.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderPurchased Securities, 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 nonassessablenon-assessable, free from any Liens and unless stated herein otherwise will be free of restrictions on transfer other than (except for any restrictions on transfer under this Agreement and under applicable lawsecurities Laws).

Valid Issuance of Shares. The Shares that are being purchased by the Shareholders such Purchaser hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for Agreement, including payment of 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 law.

Valid Issuance of Shares. The Shares being purchased by the Shareholders 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 preemptive rights and restrictions on transfer transfer, other than restrictions on transfer under this Agreement and under applicable lawstate and federal securities laws.

Valid Issuance of Shares. The Shares that are being purchased by the Shareholders 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 other than restrictions on transfer under this Agreement and under applicable lawstate and federal securities laws.

Valid Issuance of Shares. The Shares that are being purchased by the Shareholders Purchaser hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for Agreement, including payment of the consideration expressed hereinentire Purchase 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 law.

Valid Issuance of Shares. The Shares that are being purchased by sold to the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be Seller hereunder are 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 under applicable lawfederal and state securities laws, and will be free of all other liens and adverse claims.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, 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 nonassessablenon-assessable, and will be free of any Encumbrances or restrictions on transfer other than restrictions on transfer under this Agreement and or under applicable lawsecurities laws or Encumbrances created or imposed by Service Provider.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Agreement, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement Agreement, applicable state and under applicable lawfederal securities laws and liens or encumbrances created by or imposed by a Purchaser.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunder, 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, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable lawstate and federal securities laws.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderPurchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Agreement, will be duly and validly issued, fully paid paid, non-assessable and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement the articles of association of the Company and under the Transaction Agreements. Assuming the accuracy of the warranties of Standard Bank, the Purchased Shares will be issued, sold and transferred in compliance with all applicable lawsecurities laws.

Valid Issuance of Shares. The Shares being purchased by Buyer Shares, when issued and delivered to the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Agreement, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer other than than, in the case of U.S. Shareholders only, restrictions on transfer under this Agreement and under applicable lawU.S. securities Laws.

Valid Issuance of Shares. The Shares that are being purchased and acquired by the Shareholders Investor hereunder, when issued, sold and delivered by the Company 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 applicable state and under applicable lawfederal securities laws, including containing the restrictive legend set forth in Section3.7 hereof.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issuedissued and outstanding, fully paid and nonassessable, owned by each of the Sellers free and clear of any liens and encumbrances of any nature whatsoever and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.state and Federal securities laws. 3.4

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, 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 and clear of restrictions on transfer all pledges, liens, security interests, and other than restrictions on transfer under this Agreement and under applicable lawencumbrances.

Valid Issuance of Shares. (i) The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Agreement, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement the Transaction Documents, applicable state and under applicable law.federal securities laws and liens or encumbrances created by or imposed by

Valid Issuance of Shares. The Shares that are being purchased by the Shareholders Investor hereunder, 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 and nonassessablenon-assessable, and will be free of all restrictions on transfer imposed by or through the Company other than restrictions on transfer under as set forth in the Bye-laws, this Agreement or the Shareholders Agreement and under applicable law.securities, insurance regulatory and other laws and regulations. Section 4.6

Valid Issuance of Shares. (a) The Shares that are being purchased by or issued to the Shareholders Investors hereunder, when issued, sold delivered and delivered paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessablenon-assessable, free from any Liens and will be free of restrictions on transfer other than except as provided in this Agreement (except for any restrictions on transfer under this Agreement and under applicable lawsecurities Laws).

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed set forth herein, will be duly authorized and duly and validly issued, fully paid and nonassessable, nonassessable and will be free and clear of all claims, liens and charges of the Company and free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and under applicable lawstate and federal securities laws.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable, non-assessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement applicable state and under applicable law.federal securities laws and liens or encumbrances created by or imposed by the

Valid Issuance of Shares. (a) The Shares being purchased by the Shareholders hereunderPurchased Shares, 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 nonassessablenon-assessable, free and will be clear of any liens and free of restrictions on transfer other than restrictions on transfer under this Agreement the Transaction Documents and under applicable lawsecurities laws.

Valid Issuance of Shares. The Shares being purchased by issued to the Shareholders Investors hereunder, when issued, sold issued and delivered in accordance with the terms of this Agreement for the consideration expressed hereinAgreement, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of all encumbrances and restrictions on transfer transfers other than restrictions on transfer under this Agreement and those under applicable lawfederal and state securities laws.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Agreement, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement the Agreement, applicable state and under applicable lawfederal securities laws and liens or encumbrances created by or imposed by a Seller.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold issued and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, will be fully paid and nonassessable, will not be issued in violation of any preemptive or similar rights, and will be free and clear of all Encumbrances (including any restrictions on transfer transfer), other than restrictions on transfer under this Agreement and under applicable lawstate and federal securities laws and this Agreement.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Agreement, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement Agreement, applicable state and under applicable law.federal securities laws and liens or encumbrances created by or imposed

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will shall be duly and authorized, validly issued, fully paid and nonassessable, and will be are free of all liens, claims and encumbrances and all restrictions on transfer other than restrictions on transfer under this Agreement and under applicable lawstate and federal securities laws.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered issued in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessablenon-assessable, and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement applicable state and under applicable lawfederal securities laws.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Agreement, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement Agreement, applicable state and under federal securities laws and governing documents of Buyer. The Shares will be issued in compliance with all applicable lawfederal and state securities laws.

Valid Issuance of Shares. The Shares being purchased by constituting the Shareholders hereunderunderlying consideration for the Purchased Assets shall, 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 paid, and nonassessable, and will be free of subject to those restrictions on transfer other than specified in Section 5.12(e) of this Agreement and any restrictions on transfer under this Agreement applicable state and under applicable lawfederal securities laws.

Valid Issuance of Shares. The Shares being purchased by the Shareholders Investor hereunder, 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 lawstate and federal securities laws.

Valid Issuance of Shares. (a) The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Agreement, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement the Transaction Agreements, applicable state and under applicable lawfederal securities laws and liens or encumbrances created by or imposed by a Purchaser.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Agreement, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement applicable state and under applicable lawfederal securities laws and liens or encumbrances created by or imposed by the Purchaser.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Agreement, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer or Liens, other than restrictions on transfer under this Agreement the Transaction Agreements. The Shares will be issued in compliance with Applicable Laws and under applicable lawthe Organizational Documents of the Company.

Valid Issuance of Shares. The Shares that are being purchased by issued to the Shareholders 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 authorized, validly issued, fully paid and nonassessablenonassessable and free of restrictions on transfer, other than restrictions on transfer specified in Section 4.4 of this Agreement and under applicable federal and state securities laws, and will be free of restrictions on transfer all other than restrictions on transfer under this Agreement liens and under applicable lawadverse claims.

Valid Issuance of Shares. The Purchased Shares that are being purchased by issued to the Shareholders 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, non-assessable. The Conversion Shares under this Agreement have been duly and validly reserved for issuance and will be free of restrictions on transfer other than restrictions on transfer under this Agreement duly and under applicable lawvalidly issued, fully paid, and non-assessable.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Agreement, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement hereunder and under applicable lawstate and federal securities laws.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed hereinset forth in this Agreement, will be duly and are validly issued, fully paid and nonassessable, nonassessable and will be are free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement applicable to the Shares for so long as they are Restricted Shares and restrictions on transfer under applicable lawsecurities laws. The Company has obtained valid waivers of any rights by other parties to purchase any of the Shares covered by this Agreement.

Valid Issuance of Shares. The Shares which is being purchased by the Shareholders 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 nonassessablenonassessable and, and based in part upon the representations of the Investor in the Agreement, will be free of restrictions on transfer other than restrictions on transfer under this Agreement issued in compliance with all applicable federal and under applicable lawstate securities laws.

Valid Issuance of Shares. (a) The Company Shares being purchased by sold to the Shareholders Purchasers 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, non-assessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and under applicable lawfederal and state securities laws, and will be free of all other Liens and adverse claims.

Valid Issuance of Shares. The When the Shares being purchased by the Shareholders hereunder, when are issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, the Shares will be duly and validly issuedissued and outstanding, fully paid paid, and nonassessable, and will be free of all liens and restrictions on transfer other than restrictions on transfer under this Agreement applicable state and under applicable lawfederal securities laws and the Investor shall be entitled to all rights accorded to a holder of shares of Common Stock.

Valid Issuance of Shares. The Shares that are being purchased by the Shareholders 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 the Restated Articles and under applicable lawstate and federal securities laws or liens or encumbrances created by or imposed by the Purchasers.

Valid Issuance of Shares. The Shares that are being purchased by the Shareholders issued to each Purchaser hereunder, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, and upon exercise of the Warrants, the Warrant Shares, 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 under applicable lawfederal and state securities laws, will be free of all other liens and adverse claims.

Valid Issuance of Shares. The Shares that are being purchased by the Shareholders issued to each 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 issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and under applicable lawfederal and state securities laws, will be free of all other liens and adverse claims.

Valid Issuance of Shares. The Shares that are being purchased by the Shareholders 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, the Shareholders Agreement and under applicable lawsecurities laws of the United States and other jurisdictions.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold 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 nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable lawLaws.

Valid Issuance of Shares. The Shares being purchased by the Shareholders hereunderShares, when issued, sold delivered and delivered paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessablenon-assessable, and will be free of restrictions on transfer other than from any Liens (except for any restrictions on transfer under this Agreement applicable Laws and under applicable lawthe Transaction Documents). The issuance of the Shares is not subject to any preemptive rights, rights of first refusal or similar rights, other than those that have been duly waived in full or contemplated under the Transaction Documents.

Valid Issuance of Shares. The Shares that are being purchased by the Shareholders issued to 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 issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and under applicable lawfederal and state securities laws, and will be free of all other liens and adverse claims.

Valid Issuance of Shares. The Shares that are being purchased by sold to the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be Purchasers hereunder are 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 applicable federal and under applicable lawstate securities laws.

Valid Issuance of Shares. The Shares being purchased to be issued hereunder by the Shareholders hereunderCompany have been duly authorized and, when issued, sold issued and delivered in accordance with the terms of this Agreement for the consideration expressed hereinAgreement, will have been validly issued and will be duly and validly issued, fully paid and nonassessable, will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will be free and clear of all liens (except for restrictions on transfer other than restrictions on transfer under this Agreement imposed by applicable securities laws or contained herein) and under applicable lawthe holder thereof will not be subject to personal liability by reason of being such holder.

Valid Issuance of Shares. The Company Shares that are being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with issued to the terms of this Agreement for the consideration expressed herein, will be Purchasers hereunder are 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 under applicable lawfederal and state securities laws, will be free of all other liens and adverse claim.