Common use of Validity of Shares Clause in Contracts

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).

Validity of Shares. The Shares, when issued, sold and delivered ------------------ in accordance with the terms of and for the consideration expressed in this Agreement, shall be duly and validly issuedissued (including, without limitation, compliance with applicable federal and state securities laws), fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).

Validity of Shares. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the SubscriberPurchaser).

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).

Validity of Shares. The Shares, when issued, sold and delivered in ------------------ accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).

Validity of Shares. The SharesShares issued to Investor pursuant to Section 2.1 of this Agreement, when issued, sold and delivered issued in accordance with the terms of this Agreement, shall be duly and authorized, validly issued, fully paid, and fully paid nonassessable and nonassessable, will be free and clear of all liens and encumbrances (other than those created by the Subscriber)any Liens.

Validity of Shares. The Shares, when issued, sold and delivered Upon delivery of the Purchased Shares by the Company in accordance with the terms of this Agreement, the Purchased Shares shall be duly and validly issued, and fully paid and nonassessablenon-assessable, free and clear of all liens and encumbrances (other than those created by the Subscriber)Liens.

Validity of Shares. The SharesShares will, when issued, sold and delivered issued in accordance with the terms provisions of this Agreement, shall be duly and authorized, validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber)non-assessable.

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of Shares issued pursuant to this Agreement, shall will be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber)non-assessable.

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of and for the consideration set forth in this Agreement, shall will be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).

Validity of Shares. The Shares, when issued, sold sold, and delivered in accordance with the terms of this Agreement, shall will be duly and validly issued, and fully fully-paid and nonassessablenon-assessable and will be free of any preemption or similar rights, free and clear of all liens and encumbrances (other than those created by the Subscriber)or Encumbrances.

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of issued pursuant to this Agreement, shall will be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).

Validity of Shares. The SharesUpon issuance, when issued, sold and delivered in accordance with the terms of this Agreement, shall Shares will be duly and validly issued, fully paid, non-assessable and fully paid and nonassessable, free and clear of all liens and encumbrances (Liens, other than those created by the Subscriber)Purchaser or pursuant to federal or state securities laws.

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the SubscriberPurchasers).

Validity of Shares. The Shares, when issued, sold delivered and delivered paid for in accordance with the terms of this Agreementhereof, shall will be duly delivered and paid for in accordance with the terms hereof, will be duly and validly issued, and fully paid and nonassessable, non-assessable and shall be free and clear of all liens liens, claims and encumbrances (other than those created by the Subscriber)encumbrances.

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of of, and for the consideration set forth in, this Stock Purchase Agreement, shall be duly authorized and validly issuedissued and outstanding, fully paid, nonassessable, and fully paid and nonassessable, free and clear of all liens pledges, liens, encumbrances and encumbrances (restrictions other than those created by the Subscriber)restrictions on transfer set forth in Sections 5.3 and 7.4.

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the SubscriberSubscribers).

Validity of Shares. The Shares, when issued, sold and delivered in accordance accor dance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).

Validity of Shares. The Shares, when issued, sold and delivered ------------------ in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of and for the consideration expressed in this Agreement, shall be duly and validly issuedissued (including, without limitation, issued in compliance with applicable U.S. federal and fully state securities laws, assuming the accuracy of the representations and warranties of the Purchaser set forth herein), fully-paid and nonassessable, non-assessable and free and clear of all liens and encumbrances (other than those those, if any, created or imposed by the Subscribera Purchaser).

Validity of Shares. The Shares, when issued, sold and delivered issued in accordance with the terms and provisions of this Agreement, shall will be duly and validly authorized, validly issued, and fully paid paid, and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).

Validity of Shares. The Shares, when issued, sold and delivered issued in accordance with the terms and provisions of this Agreement, shall will be duly validly authorized and validly issued, and fully paid paid, and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).

Validity of Shares. The Shares, when issued, sold and delivered Upon delivery of the Shares by the Company in accordance with the terms of this Agreement, the Shares shall be duly and validly issued, and fully paid and nonassessablenon-assessable, free and clear of all liens and encumbrances (other than those created by the Subscriber)Liens.

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of and for the consideration expressed in this Agreement, shall be duly and validly issuedissued (including, without limitation, compliance with applicable federal and state securities laws), fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this and for the consideration expressed in the Purchase Agreement, shall will be duly and validly issued, and fully paid and nonassessablenon-assessable and, free based in part upon the representations and clear warranties of all liens the Investors in Section 5 of this Purchase Agreement, will be issued in compliance with applicable federal and encumbrances (other than those created by the Subscriber)state securities laws.

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessablenon-assessable and will not be subject to any pre-emptive or similar rights, free and clear voting agreements or any rights of all liens and encumbrances (first refusal or other than those created by similar rights in favor of any person or entity, except such rights as will have been waived or terminated at or prior to the Subscriber)Closing.

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of and for the consideration expressed in this Agreement, shall be duly and validly issuedissued (including, without limitation, issued in compliance with applicable federal and fully state securities laws, assuming the accuracy of the representations and warranties of the Purchaser set forth herein), fully-paid and nonassessable, non-assessable and free and clear of all liens and encumbrances (other than those those, if any, created or imposed by the SubscriberPurchaser).

Validity of Shares. The SharesShares and the Warrant, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and the Shares shall be nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).

Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid paid, and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).