Common use of Valid Issuance of the Shares Clause in Contracts

Valid Issuance of the Shares. The Shares, 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 non-assessable, and will be free and clear of all liens, charges, claims, encumbrances and restrictions on transfer other than restrictions on transfer under this Agreement, the Articles, and under any applicable U.S., Canadian, state or provincial securities laws.

Valid Issuance of the Shares. The Shares, Shares when issued, sold 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, nonassessable and will be free and clear of all liens, charges, claims, encumbrances and restrictions on transfer transfer, other than restrictions on transfer under this Agreement, the Articles, Agreement and under any applicable U.S., Canadian, state or provincial and federal securities laws.

Valid Issuance of the Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and authorized, validly issued, fully paid and non-assessablenonassessable, and will be free and clear of all liens, charges, claims, encumbrances and restrictions on transfer other than restrictions on transfer under this Agreement, the Articles, applicable state and under any applicable U.S., Canadian, state or provincial federal securities laws.

Valid Issuance of the Shares. The Shares, Shares when issued, sold 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, nonassessable and will be free and clear of all liens, charges, claims, encumbrances and restrictions on transfer transfer, other than restrictions on transfer under this Agreement, the Articles, Agreement and under any applicable U.S., Canadian, state or provincial and federal securities laws.

Valid Issuance of the Shares. The Shares, 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 non-assessablenonassessable, and will be free and clear of all liens, charges, claims, encumbrances and restrictions on transfer imposed by or through the Company other than restrictions on transfer under this Agreement or the Lock-Up Agreement, dated April 6, 2011, by and between the Articles, Investor and under any applicable U.S., Canadian, state or provincial securities lawsthe Underwriter.

Valid Issuance of the Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed hereinAgreement, will be duly and validly issued, fully paid and non-assessablenonassessable and, subject to the warranties and representations contained in Section 2.3, will be free issued in compliance with all applicable U.S. and clear of all liens, charges, claims, encumbrances and restrictions on transfer other than restrictions on transfer under this Agreement, the Articles, and under any applicable U.S., Canadian, state or provincial securities laws.

Valid Issuance of the Shares. The SharesCommon Shares that are being issued to the Sellers hereunder, when issued, sold issued and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and non-assessablenonassessable, and will be free and clear of all liens, charges, claims, encumbrances Liens and restrictions on transfer other than restrictions on transfer under this Agreement, the Articles, Agreement and under any applicable U.S., Canadian, state or provincial and federal securities lawslaws and free of preemptive rights.

Valid Issuance of the Shares. The Shares, Shares when issued, sold issued and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and non-assessablenonassessable, and will be free and clear of all liens, charges, claims, encumbrances and restrictions on transfer other than restrictions on transfer under this Agreement, the Articles, under applicable state and under any applicable U.S., Canadian, state or provincial federal securities laws.

Valid Issuance of the Shares. The Shares, when issued, sold issued and delivered in accordance with the terms of this Agreement for the consideration expressed hereinhereof, will be duly and validly issued, fully paid and non-assessable, assessable and will be free and clear of all liens, charges, claims, encumbrances and restrictions on transfer other than restrictions on transfer under this Agreementimposed by applicable state and federal securities laws, or created by or imposed by the Seller. Assuming the accuracy of the representations of the Seller in Section 4, the ArticlesShares, when issued, will be issued in compliance with all applicable federal and under any applicable U.S., Canadian, state or provincial securities laws.