Common use of Valid Issuance of Stock Clause in Contracts

Valid Issuance of Stock. The Shares, when issued and delivered as provided in this Agreement, shall be duly authorized and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer pursuant to this Agreement and/or pursuant to federal and state securities laws.

Valid Issuance of Stock. The SharesShares that are being purchased by Investor when issued, when issued sold and delivered as provided in accordance with the terms of this AgreementAgreement for the consideration expressed herein, shall will 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 pursuant to under this Agreement and/or pursuant to and under applicable state and federal and state securities laws.

Valid Issuance of Stock. The Shares, when issued issued, sold and delivered as provided in compliance with the provisions of this Agreement, shall will be duly authorized and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer pursuant to this Agreement and/or pursuant to issued in compliance with applicable federal and state securities laws. Such Shares will also be free and clear of any liens or encumbrances; provided, however, that the Shares shall be subject to the provisions of this Agreement and restrictions on transfer under state and/or federal securities laws. The Shares are not subject to any preemptive rights, rights of first refusal or restrictions on transfer.

Valid Issuance of Stock. The Purchased Shares, when issued issued, sold and delivered as in accordance with the terms of this Agreement for the consideration provided in this Agreementfor herein, shall will be duly authorized and validly issued, fully paid and nonassessable and will be free and clear of all pledges, liens, encumbrances and restrictions on transfer, (other than restrictions on transfer pursuant to this Agreement and/or pursuant to those arising under federal and or state securities lawslaws 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 stockholder of the Company.

Valid Issuance of Stock. The Purchased Shares, when issued issued, sold and delivered as in accordance with the terms of this Agreement for the consideration provided for in this Agreement, shall will be duly authorized and validly issued, fully paid and nonassessable and are not and when issued, sold and delivered will not be free subject to preemptive or other similar rights of restrictions on transfer, other than restrictions on transfer pursuant to this Agreement and/or pursuant to federal and state securities lawsany stockholder of the Company.

Valid Issuance of Stock. The Purchased Shares, when issued issued, sold and delivered as in accordance with the terms of this Agreement for the consideration provided in this Agreementfor herein, shall will be duly authorized and validly issued, fully paid and nonassessable and will be free and clear of all pledges, taxes, claims, liens, encumbrances and restrictions on transfer, (other than restrictions on transfer pursuant to this Agreement and/or pursuant to those arising under federal and or state securities lawslaws 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 issued, sold and delivered as in accordance with the terms of this Agreement for the consideration provided in this Agreementfor herein, shall will be duly authorized and validly issued, fully paid and nonassessable nonassessable. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate, will be free of restrictions on transferduly and validly issued, other than restrictions on transfer pursuant to this Agreement and/or pursuant to federal fully paid and state securities lawsnonassessable.

Valid Issuance of Stock. The Purchased Shares, when issued issued, sold and delivered as in accordance with the terms of this Agreement for the consideration provided in this Agreementfor herein, shall will be duly authorized and validly issued, fully paid and nonassessable and will be free and clear of all pledges, liens, encumbrances and restrictions on transfer, (other than restrictions on transfer pursuant to this Agreement and/or pursuant to those arising under federal and or state securities lawslaws 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 stockholder of the Company.

Valid Issuance of Stock. The Shares, when issued and delivered paid for as ----------------------- provided in this Agreement, shall will be duly authorized and validly issued, fully paid and nonassessable and will be free of restrictions on transferany liens or encumbrances; provided, other than however, that the Shares may be subject to restrictions on transfer pursuant to this Agreement and/or pursuant to under state and federal and state securities laws.

Valid Issuance of Stock. The Shares, Purchase Shares have been duly and validly authorized and when issued and delivered as provided paid for in accordance with the terms of this Agreement, shall will be duly authorized and validly issued, fully paid and nonassessable non-assessable free and clear of all liens and, based in part upon the representations and warranties of the Buyers in this Agreement, will be free of restrictions on transfer, other than restrictions on transfer pursuant to this Agreement and/or pursuant to issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Stock. The Shares, when issued issued, sold and delivered as in accordance with the terms of this Agreement for the consideration provided in this Agreementfor herein, shall will be duly authorized and validly issued, fully paid and nonassessable and will be free and clear of all pledges, Liens and restrictions on transfer, (other than restrictions on transfer pursuant to this Agreement and/or pursuant to those arising under federal and or state securities lawslaws as a result of the private placement of the Shares to Purchaser).

Valid Issuance of Stock. The Shares, when issued issued, sold and delivered as provided in this accordance with the terms hereof and of the Services Agreement for the consideration and on the terms and conditions set forth herein and in the Services Agreement, shall will be duly and validly authorized and validly issued, fully paid and nonassessable and and, based in part upon the representations of the Purchaser in this Agreement, will be free of restrictions on transfer, other than restrictions on transfer pursuant to this Agreement and/or pursuant to issued in compliance with all applicable federal and state securities lawslaws or applicable exemptions therefrom.

Valid Issuance of Stock. (a) The Purchased Shares, when issued issued, sold and delivered as in accordance with the terms of this Agreement for the consideration provided in this Agreementfor herein, shall will be duly authorized and validly issued, fully paid and nonassessable nonassessable. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Statement of Rights, will be free of restrictions on transferduly and validly issued, other than restrictions on transfer pursuant to this Agreement and/or pursuant to federal fully paid and state securities lawsnonassessable.