Common use of Valid Issuance of the Common Stock Clause in Contracts

Valid Issuance of the Common Stock. (a) The shares of Common Stock issuable upon exercise of the Warrants in accordance with the terms of the Warrants have been (or will, by the First Closing Date, be) duly authorized by SkyTerra and, when delivered in accordance with the terms of the Warrants (a) will be validly issued, fully paid and nonasessable, (b) assuming the waiver by the Purchasers of certain preemptive rights pursuant to Section 16.17 of the MCSA, will not be subject to any preemptive rights or any other similar contractual rights of the stockholders of SkyTerra or any other Person, and (c) will be delivered to the Purchasers or their designated transferee, free and clear of any Encumbrances (defined for purposes hereof without regard to the exceptions set forth in clauses (a) and (b) of the definition of Encumbrance) which are imposed by SkyTerra, or arise as a result of SkyTerra's action or omission. SkyTerra has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon the exercise in full of the Warrants. (b) The shares of Voting Common Stock issuable upon exchange of the shares of Non-Voting Common Stock in accordance with the terms of Section 8.1 hereof have been duly authorized by SkyTerra and, when delivered in accordance with the terms of this Agreement (a) will be validly issued, fully paid and nonasessable, (b) will not be subject to any preemptive rights or any other similar contractual rights of the stockholders of SkyTerra or any other Person, and (c) will be delivered to the Purchasers or their designated transferee, free and clear of any Encumbrances (defined for purposes hereof without regard to the exceptions set forth in clauses (a) and (b) of the definition of Encumbrance) which are imposed by SkyTerra, or arise as a result of SkyTerra's action or omission. SkyTerra has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon the exchange in full of the Non-Voting Common Stock.

Valid Issuance of the Common Stock. (a) The shares of Common Stock issuable upon exercise of the Warrants in accordance with the terms of the Warrants have been (or will, by the First Closing Date, be) duly authorized by SkyTerra and, when delivered in accordance with the terms of the Warrants (a) will be validly issued, fully paid and nonasessable, (b) assuming the waiver by the Purchasers of certain preemptive rights pursuant to Section 16.17 of the MCSA, will not be subject to any preemptive rights or any other similar contractual rights of the stockholders of SkyTerra or any other Person, and (c) will be delivered to the Purchasers or their designated transferee, free and clear of any Encumbrances Liens (defined for purposes hereof without regard to the exceptions set forth in clauses (a) and (b) of the definition of EncumbranceLien) which are imposed by SkyTerra, or arise as a result of SkyTerra's ’s action or omission. SkyTerra has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon the exercise in full of the Warrants. (b) The shares of Voting Common Stock issuable upon exchange of the shares of Non-Voting Common Stock in accordance with the terms of Section 8.1 hereof have been duly authorized by SkyTerra and, when delivered in accordance with the terms of this Agreement (a) will be validly issued, fully paid and nonasessable, (b) will not be subject to any preemptive rights or any other similar contractual rights of the stockholders of SkyTerra or any other Person, and (c) will be delivered to the Purchasers or their designated transferee, free and clear of any Encumbrances Liens (defined for purposes hereof without regard to the exceptions set forth in clauses (a) and (b) of the definition of EncumbranceLien) which are imposed by SkyTerra, or arise as a result of SkyTerra's ’s action or omission. SkyTerra has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon the exchange in full of the Non-Voting Common StockCommon.

Valid Issuance of the Common Stock. (a) The shares of Common Stock issuable upon exercise of the Warrants in accordance with the terms of the Warrants have been (or will, by the First Closing Date, be) duly authorized by SkyTerra and, when delivered in accordance with the terms of the Warrants (a) will be validly issued, fully paid and nonasessable, (b) assuming the waiver by the Purchasers of certain preemptive rights pursuant to Section 16.17 of the MCSA, will not be subject to any preemptive rights or any other similar contractual rights of the stockholders of SkyTerra or any other Person, and (c) will be delivered to the Purchasers or their designated transferee, free and clear of any Encumbrances (defined for purposes hereof without regard to the exceptions set forth in clauses (a) and (b) of the definition of Encumbrance) which are imposed by SkyTerra, or arise as a result of SkyTerra's ’s action or omission. SkyTerra has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon the exercise in full of the Warrants. (b) The shares of Voting Common Stock issuable upon exchange of the shares of Non-Voting Common Stock in accordance with the terms of Section 8.1 hereof have been duly authorized by SkyTerra and, when delivered in accordance with the terms of this Agreement (a) will be validly issued, fully paid and nonasessable, (b) will not be subject to any preemptive rights or any other similar contractual rights of the stockholders of SkyTerra or any other Person, and (c) will be delivered to the Purchasers or their designated transferee, free and clear of any Encumbrances (defined for purposes hereof without regard to the exceptions set forth in clauses (a) and (b) of the definition of Encumbrance) which are imposed by SkyTerra, or arise as a result of SkyTerra's ’s action or omission. SkyTerra has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon the exchange in full of the Non-Voting Common Stock.

Valid Issuance of the Common Stock. (a) The shares of Common Stock issuable upon exercise of the Warrants in accordance with the terms of the Warrants have been (or will, by the First Closing Date, be) duly authorized by SkyTerra and, when delivered in accordance with the terms of the Warrants (a) will be validly issued, fully paid and nonasessable, (b) assuming the waiver by the Purchasers of certain preemptive rights pursuant to Section 16.17 of the MCSA, will not be subject to any preemptive rights or any other similar contractual rights of the stockholders of SkyTerra or any other Person, and (c) will be delivered to the Purchasers or their designated transferee, free and clear of any Encumbrances Liens (defined for purposes hereof without regard to the exceptions set forth in clauses (a) and (b) of the definition of EncumbranceLien) which are imposed by SkyTerra, or arise as a result of SkyTerra's action or omission. SkyTerra has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon the exercise in full of the Warrants. (b) The shares of Voting Common Stock issuable upon exchange of the shares of Non-Voting Common Stock in accordance with the terms of Section 8.1 hereof have been duly authorized by SkyTerra and, when delivered in accordance with the terms of this Agreement (a) will be validly issued, fully paid and nonasessable, (b) will not be subject to any preemptive rights or any other similar contractual rights of the stockholders of SkyTerra or any other Person, and (c) will be delivered to the Purchasers or their designated transferee, free and clear of any Encumbrances Liens (defined for purposes hereof without regard to the exceptions set forth in clauses (a) and (b) of the definition of EncumbranceLien) which are imposed by SkyTerra, or arise as a result of SkyTerra's action or omission. SkyTerra has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon the exchange in full of the Non-Voting Common StockCommon.