Common use of Valid Issuance of the Shares Clause in Contracts

Valid Issuance of the Shares. The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of the Shares. The Shares, when issued sold and delivered in accordance with the terms and provisions of this Agreement, Agreement for the consideration expressed hereinin this Agreement, will be duly and validly issued, fully fully-paid and non-assessableassessable and, based in part on the representations and warranties of Purchaser set forth in this Agreement, will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of the Shares. The Shares, Shares when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of the Shares. The Exchange Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of the Shares. The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessablenonassessable.

Valid Issuance of the Shares. The SharesShares to be issued to the Purchasers pursuant to this Agreement have been or will be upon issuance duly authorized and, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of the Shares. The Shares, Shares when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of the Shares. The SharesShares to be issued, when issued sold and delivered in accordance with the terms of under this Agreement, for the consideration expressed herein, Agreement will be duly and validly issuedissued and fully paid, fully paid and non-assessablebased in part upon the representations and warranties of the Purchaser in this Agreement, will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of the Shares. The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessablenon­assessable.

Valid Issuance of the Shares. The Shares, Shares when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable. The Shares will be “restricted securities” and will bear a legend to that effect.

Valid Issuance of the Shares. The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable. The shares of Common Stock underlying the Shares have been duly reserved for issuance and upon conversion of the Shares will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of the Shares. The Shares, when issued and delivered Upon issuance in accordance with the ---------------------------- terms of this Agreement, for the consideration expressed herein, Shares will be duly and validly issuedissued and outstanding, fully paid and non-assessablenonassessable.

Valid Issuance of the Shares. The Shares, when issued and delivered in accordance with the terms of this Agreement, for Agreement (the consideration expressed herein, Shares are also referred to herein as the “Securities”) will be duly and validly issued, fully paid and non-assessablenonassessable, subject to the truth and accuracy of the Holders’ representations set forth in Section 4 of this Agreement.

Valid Issuance of the Shares. The Shares, Shares when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, Agreement will be duly and validly issued, fully paid and non-assessablenonassessable.

Valid Issuance of the Shares. The SharesWhen issued, when issued sold and delivered in accordance with the terms of this Agreement, hereof for the consideration expressed herein, the Shares will be duly validly issued and validly issuedoutstanding, fully paid and non-assessablenonassessable and not subject to any preemptive rights, rights of first refusal or other similar rights imposed by the Company.

Valid Issuance of the Shares. The Shares, when issued and delivered in accordance with the terms of this AgreementAgreement and upon exercise of the prefunded warrants, if any, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of the Shares. The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, hereof will be duly and validly issued, fully fully-paid and non-assessablenonassessable and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws regarding registration or qualification.