Common use of Valid Issuance of Shares Clause in Contracts

Valid Issuance of Shares. (a) The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the Certificate of Designations, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Investor. Assuming the accuracy of the representations of the Investor in Section 3 of this Agreement and subject to the filings described in Subsection 2.5 below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. (a) The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the Certificate of DesignationsVoting Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Investora Purchaser. Assuming the accuracy of the representations of the Investor Purchasers in Section 3 of this Agreement and subject to the filings described in Subsection 2.5 Section 2.6(ii) below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. (a) The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the Certificate of DesignationsTransaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Investora Purchaser. Assuming the accuracy of the representations of the Investor Purchasers in Section 3 of this Agreement and subject to the filings described in Subsection 2.5 Section 2.6 below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. (ai) The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the Certificate of DesignationsTransaction Documents, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Investora Purchaser. Assuming the accuracy of the representations of the Investor Purchaser in Section 3 of this Agreement 3.2 and subject to the filings described in Subsection 2.5 below3.1(d), the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. (a) The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the Certificate of DesignationsTransaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Investora Purchaser. Assuming the accuracy of the representations of the Investor Purchasers in Section 3 of this Agreement and subject to the filings described in Subsection 2.5 Section 2.6(ii) below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. (a) The Shares and Warrant Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreementthe Transaction Agreements, will be validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the Certificate of DesignationsTransaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the InvestorPurchaser. Assuming the accuracy of the representations of the Investor Purchasers in Section 3 of this Agreement and subject to the filings described in Subsection 2.5 belowany required 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, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the Certificate of DesignationsTransaction Agreements, applicable state and federal securities laws Laws and liens or encumbrances created by or imposed by the InvestorPurchaser. Assuming the accuracy of the representations of the Investor Purchaser in Section 3 3.4 and Section 3.5 of this Agreement and and, subject to the filings described in Subsection 2.5 Section 2.8 below, the Shares will be issued in compliance with all applicable federal and state securities lawsLaws.

Valid Issuance of Shares. (a) The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the Certificate of DesignationsAgreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Investora Purchaser. Assuming the accuracy of the representations of the Investor Purchasers in Section 3 of this Agreement and subject to the filings described in Subsection 2.5 belowSection 2.6, the Shares will be issued in compliance with all applicable federal and state securities laws, and the issuance of the Shares will be exempt from registration under the Securities Act.

Valid Issuance of Shares. (a) The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this the Investor Rights Agreement and the Certificate Right of DesignationsFirst Refusal and Co-Sale Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the InvestorPurchaser. Assuming the accuracy of the representations of the Investor Purchaser in Section 3 of this Agreement and subject to the filings described in Subsection Section 2.5 below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. (a) The Shares, when issued, sold and delivered in accordance with the terms of and for the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and the Certificate of Designations, applicable state and federal securities laws Laws. The Exchange Shares shall be issued in compliance with all applicable federal and liens or encumbrances created by or imposed by state securities Laws, and, with respect to the Investor. Assuming Dividend Shares, assuming the accuracy of the representations of the Investor Amegy in Section 3 of this Agreement and subject to the filings described in Subsection Section 2.5 below, the such Dividend Shares will be issued in compliance with all applicable federal and state securities lawsLaws.

Valid Issuance of Shares. (a) The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the Certificate of DesignationsTransaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the InvestorPurchasers. Assuming the accuracy of the representations of the Investor Purchasers in Section 3 of this Agreement and subject to the filings described in Subsection 2.5 belowSection 2.6, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. (a) The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and or the Certificate of DesignationsDesignation, applicable state and federal securities laws and liens or encumbrances created by or imposed by the InvestorPurchaser. Assuming the accuracy of the representations of the Investor Purchaser in Section 3 of this Agreement and subject to the filings described in Subsection 2.5 Section 2.4 below, the Shares will be issued in compliance with all applicable federal and state securities laws.