Common use of Valid Issuance of Stock Clause in Contracts

Valid Issuance of Stock. The Shares that are being purchased by Investor 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 state and federal securities laws.

Valid Issuance of Stock. The Shares that are being purchased by Investor Shares, when issued, sold issued and delivered as provided in accordance with the terms of this Agreement for the consideration expressed hereinAgreement, will shall be duly authorized and validly issued, fully paid, paid and nonassessable, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under pursuant to this Agreement and/or pursuant to federal and under applicable state and federal securities laws.

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

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

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

Valid Issuance of Stock. The Shares that are being purchased by Investor have been reserved for issuance and, ----------------------- when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed providedfor herein, will be duly and validly issued, fully paid, -------- paid and nonassessable, nonassessable and will be free of any hens and free of any restrictions on transfer trarisfer other than restrictions on transfer under this Agreement applicable federal and under state securities laws and will be issued in compliance with all applicable federal and state and federal securities laws.

Valid Issuance of Stock. The Shares that are being purchased by Investor Shares, when issued, sold issued and delivered paid for as ----------------------- provided in accordance with the terms of this Agreement for the consideration expressed hereinAgreement, will be duly authorized and validly issued, fully paid, paid and nonassessable, nonassessable and will be free of restrictions on transfer other than any liens or encumbrances; provided, however, that the Shares may be subject to restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Stock. The Shares that are being purchased by Investor Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed provided for herein, will be duly and validly issued, fully paidpaid and nonassessable and free and clear of all pledges, Liens and nonassessable, and will be free of restrictions on transfer (other than restrictions on transfer those arising under this Agreement and under applicable federal or state and federal securities lawslaws as a result of the private placement of the Shares to Purchaser).

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

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

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

Valid Issuance of Stock. The Purchase Shares that are being purchased by Investor 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 expressed hereinAgreement, will be duly and validly issued, fully paidpaid and non-assessable free and clear of all liens and, based in part upon the representations and nonassessablewarranties of the Buyers in this Agreement, and 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 state and federal securities laws.