Common use of Valid Issuance of Shares Clause in Contracts

Valid Issuance of Shares. The Shares, when issued and sold in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. (i) The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Documents, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement 3.2 and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreementdescribed in Section 3.1(d), the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and non-assessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the a Purchaser. Assuming the accuracy of the representations of the Purchaser Purchasers in Section 3 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreementdescribed below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when When issued and sold delivered in accordance with the terms hereof against payment therefor, the Shares shall be validly issued, fully paid and for the consideration set forth in nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to this Agreement, will be validly issued and free as a result of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed any action by the PurchaserInvestor or under federal or state securities Laws. Assuming the accuracy of the representations and warranties of the Purchaser Investor in Section 3 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreement, the Shares will be issued in compliance with all applicable federal and state securities lawsLaws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaserany Investor. Assuming the accuracy of the representations of the Purchaser Investor in Section 3 4 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this AgreementSection 3.6 below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreementdescribed in Section 2.4 below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under described herein in this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the a Purchaser. Assuming the accuracy of the representations of the Purchaser Purchasers in Section 3 4 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreementdescribed in Section 3.2 below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Stockholders’ Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the PurchaserPurchasers. Assuming the accuracy of the representations of the Purchaser Purchasers in Section 3 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid, and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the PurchaserSubscriber. Assuming the accuracy of the representations of the Purchaser Subscriber in Section 3 4 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreementrequired federal and state securities filings, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the PurchaserAPL. Assuming the accuracy of the representations of the Purchaser APL in Section 3 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreementrequired federal and state securities filings, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and hereof for the consideration set forth in this Agreement, expressed herein will be duly and validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by as otherwise set forth herein, in the Company’s certificate of incorporation or imposed by in the PurchaserInvestor’s Rights Letter Agreement. Assuming the accuracy of the representations and warranties of the Purchaser Investor set forth in Section 3 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreement2.3, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the a Purchaser. Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement and subject to the applicable governmental filings with respect to described in the transactions contemplated by this Voting Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the PurchaserAPC. Assuming the accuracy of the representations of the Purchaser APC in Section 3 of this Agreement and subject to the applicable governmental filings with respect required pursuant to the transactions contemplated by this Agreementfederal and state securities law, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreementdescribed in Section 2.5(ii) below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement, the Shareholders Agreement, applicable state and federal securities laws and liens or encumbrances Liens created by or imposed by the PurchaserBuyer. Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement Article IV and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreementdescribed in Section 3.4(ii), the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this AgreementAgreement or the Certificate of Designation, applicable state and federal securities laws and liens or encumbrances created by or imposed by the PurchaserInvestor. Assuming the accuracy of the representations of the Purchaser Investor in Section 3 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreementdescribed in Section 2.4 below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than applicable restrictions on transfer under this Agreement, applicable state and federal securities laws and liens Liens or encumbrances created by or imposed by the a Purchaser. Assuming the accuracy of the representations of the Purchaser Purchasers in Section 3 3.2 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreementdescribed in Section 3.1(f) below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid (to the extent required by the organizational documents of the Company) and non-assessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Stockholders’ Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid, and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the PurchaserPurchasers. Assuming the accuracy of the representations of the each Purchaser in Section 3 of this Agreement and subject to the applicable governmental filings with respect to the transactions contemplated by this Agreementrequired federal and state securities filings, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. (a) The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in Section 3 4 of this Agreement and subject to the applicable governmental any filings with respect to the transactions contemplated required by this AgreementSection 3.13, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares, when issued issued, sold and sold delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Documents, applicable state and federal securities laws and liens Liens or encumbrances created by or imposed by the PurchaserParent. Assuming the accuracy of the representations of the Purchaser Parent in Section 3 3.8 of this Agreement and subject to the applicable governmental completion of any required filings with respect to the transactions contemplated by this Agreementunder federal or state securities laws, the Shares will be issued in compliance with all applicable federal and state securities laws.