Common use of Valid Issuance of Stock Clause in Contracts

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights of any shareholder of the Company.

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights of any shareholder of the Companynonassessable.

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights of any shareholder stockholder of the Company.

Valid Issuance of Stock. The Purchased SharesShares have been duly and validly reserved for issuance and, when issuedupon issuance, sold sale and delivered delivery in accordance with the terms of this Agreement for the consideration provided for hereinNote, as the case may be, will be duly and validly issued, fully paid paid, non-assessable and nonassessable and are not subject to free of preemptive or other similar rights of any shareholder of binding on the Company.

Valid Issuance of Stock. The Purchased Shares, when issued, sold paid for and delivered in accordance with the terms of this Agreement for the consideration provided for hereinAgreement, will be duly and authorized, validly issued, fully paid and nonassessable and are not subject to free of preemptive or rights, other similar rights of any shareholder of than those contemplated by the CompanyShareholders Agreement and the THL Voting Agreement.

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights of any shareholder of the Company.

Valid Issuance of Stock. The Purchased Shares, when issued, sold issued and delivered paid for as provided in accordance with the terms of this Agreement for the consideration provided for herein, will be duly authorized and validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights of any shareholder of the Companynonassessable.

Valid Issuance of Stock. The Purchased Shares, Shares that are being purchased by Investor when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for expressed herein, will be duly and validly issued, fully paid paid, and nonassessable nonassessable, and are not subject to preemptive or will be free of restrictions on transfer other similar rights of any shareholder of the Companythan restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable and free and clear of all pledges, liens, encumbrances and restrictions (other than those arising under federal or state securities laws as a result of the private placement of the Purchased Shares to the Investors) and are not subject to preemptive or other similar rights of any shareholder of the Company.

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for hereinin this Agreement, will be duly and validly issued, fully paid and nonassessable and are not and when issued, sold and delivered will not be subject to preemptive or other similar rights of any shareholder stockholder of the Company.

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration provided for expressed herein, will be duly and validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights free of any shareholder of liens or encumbrances created by the Company, and will be issued in compliance with all applicable state and federal securities laws. The outstanding shares of Common Stock are all duly and validly authorized and issued, fully paid and nonassessable and were issued in compliance with all applicable state and federal securities laws.

Valid Issuance of Stock. The Purchased SharesShares will be, when issued, sold and delivered upon payment therefor by the Purchasers in accordance with the terms of this Agreement for the consideration provided for hereinAgreement, will be duly and authorized, validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights of any shareholder of the Companynon-assessable.

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly authorized and validly issued, fully paid and nonassessable and free and clear of all pledges, taxes, claims, liens, encumbrances and restrictions (other than those arising under federal or state securities laws as a result of the private placement of the Purchased Shares to the Investor) and are not subject to preemptive or other similar rights of any shareholder of the Company.

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for hereinherein and the Warrant Shares when issued upon exercise of the Warrants, will be duly and validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights of any shareholder of the Company.

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance compliance with the terms provisions of this Agreement for the consideration provided for hereinAgreement, will be duly and validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights of any shareholder of the Companyissued in compliance with all applicable federal and state securities laws.

Valid Issuance of Stock. The Purchased Shares, when issued, sold ----------------------- and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights of any shareholder of the Company.

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered ----------------------- in accordance with the terms of this Agreement for the consideration provided for hereinAgreement, will be duly and validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights of any shareholder of the Companynon assessable.

Valid Issuance of Stock. The Purchased Shares, when issued, sold sold, and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights of any shareholder of the Companynonassessable.

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be Shares are duly and validly issued, fully paid and nonassessable non assessable and are not subject to preemptive free of all liens, claims and encumbrances (other than any such matters created or other similar rights imposed by or through the Recipient). No further approval or authority of the stockholders or the directors of the Company or of any shareholder governmental authority or agency or any other person is or will be required for the issuance and sale of the CompanyShares as contemplated by this Agreement.

Valid Issuance of Stock. (a) The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable nonassessable. The Warrant Shares have been duly and are not subject to preemptive or other similar rights of any shareholder of validly reserved for issuance and, upon issuance, sale and delivery in accordance with the Company.terms of

Valid Issuance of Stock. The Purchased Shares, Purchase Shares have been duly and validly authorized and when issued, sold issued and delivered paid for in accordance with the terms of this Agreement for the consideration provided for hereinAgreement, will be duly and validly issued, fully paid and nonassessable non-assessable free and are not subject to preemptive or other similar rights clear of any shareholder all liens and, based in part upon the representations and warranties of the CompanyBuyers in this Agreement, will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Stock. The Purchased SharesStock, when issued, sold and ----------------------- delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable nonassessable, and are free from all taxes, liens, claims and encumbrances with respect to the issue thereof and will not be subject to preemptive or other similar rights of any shareholder shareholders of the CompanyCompany and will not impose personal liability upon the holder thereof.

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable and are not subject to preemptive free and clear of all pledges, Liens and restrictions (other than those arising under federal or other similar rights of any shareholder state securities laws as a result of the Companyprivate placement of the Shares to Purchaser).

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable and free and clear of all pledges, liens, encumbrances and restrictions (other than those arising under federal or state securities laws as a result of the private placement of the Purchased Shares to the Investor) and are not subject to preemptive or other similar rights of any shareholder stockholder of the Company.

Valid Issuance of Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable and free and clear of all pledges, liens, encumbrances and restrictions (other than those arising under federal or state securities laws as a result of the private placement of the Purchased Shares to the Investors) and are not subject to preemptive or other similar rights of any shareholder stockholder of the Company.