Common use of Valid Issuance of the Shares Clause in Contracts

Valid Issuance of the Shares. The Shares (a) are duly authorized and, upon their issuance pursuant to the Exchange against delivery of the Exchanged Notes, will be validly issued, fully paid and non-assessable, (b) will not, at the Initial Closing, be subject to any preemptive, participation, rights of first refusal or other similar rights, and (c) assuming the accuracy of each Holder’s representations and warranties hereunder, (i) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act, (ii) will, at the Initial Closing, be free of any restrictions on resale by such Holder pursuant to Rule 144 promulgated under the Securities Act, and will be issued without any restrictive legends, and (iii) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Shares.

Valid Issuance of the Shares. The Shares (a) are duly authorized and, upon their issuance pursuant to the Exchange against delivery of the Exchanged Notes, will be validly issued, fully paid and non-assessable, (b) will not, at the Initial Closing, be subject to any preemptive, participation, rights of first refusal or other similar rights, and (c) assuming the accuracy of each Holder’s representations and warranties hereunder, (i) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act, (ii) will, at the Initial Closing, be free of any restrictions on resale by such Holder pursuant to Rule 144 promulgated under the Securities Act, and will be issued without any restrictive legends, and (iii) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Shares.

Valid Issuance of the Shares. The Shares (a) are duly authorized and, upon their issuance pursuant to the Exchange against delivery of the Exchanged Notes, will be validly issued, fully paid and non-non- assessable, (b) will not, at the Initial Closing, be subject to any preemptive, participation, rights of first refusal or other similar rights, and (c) assuming the accuracy of each Holder’s representations and warranties hereunder, (i) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act, (ii) will, at the Initial Closing, be free of any restrictions on eligible for resale by such Holder pursuant to Rule 144 promulgated under the Securities Act, and will be issued without any restrictive legends, and (iii) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Shares.