Common use of Validity of Shares Clause in Contracts

Validity of Shares. The shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii) hereof, when issued and delivered in accordance with the terms of the Merger Documents, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” or securities laws.

Validity of Shares. The shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii) hereof, when issued and delivered in accordance with the terms of the Merger Documents, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections Section 1.06(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” or securities laws.

Validity of Shares. The 29,200,112 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessablenonassessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The 9,500,000 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessablenonassessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders Stockholder as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “"Blue Sky” " or securities laws.

Validity of Shares. The shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections Section 1.06(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” or securities laws.

Validity of Shares. The 10,000,000 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The 12,500,000 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders Stockholder as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” or securities laws.

Validity of Shares. The shares of Parent Holdings Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii) hereof, when issued and delivered in accordance with the terms of the Merger Documents, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV hereof and assuming the accuracy thereof, the issuance of the Parent Holdings Common Stock upon consummation of the Merger pursuant to Sections Section 1.06(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” or securities laws.

Validity of Shares. The 12,881,193 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(b) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsArticles of Merger, shall be duly and validly issued, fully paid and non-assessablenonassessable. Based in part on the representations and warranties of the Stockholders Company Shareholders as contemplated by Article IV Section 6.19 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(b) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The 5,500,000 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The 16,821,974 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessablenonassessable. Based in part on the representations and warranties of the Stockholders Shareholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The 30,808,584 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessablenonassessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The 37,842,448 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessablenonassessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The 15,914,531 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger Documentsthis Agreement, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The 9,706,781 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessablenonassessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.07(a)(ii) hereof, when issued and delivered in accordance with the terms of the Merger Documents, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.07(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” or securities laws.

Validity of Shares. The shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Company and Rose regarding the Stockholders as contemplated by Article IV Section 2.29 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii) hereofthis Agreement and the Escrow Shares, when issued and delivered in accordance with the terms hereof and the Articles of the Merger Documents, shall be duly and validly issued, fully paid and non-assessablenonassessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(ii) this Agreement will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The 2,791,471 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The 17,919,733 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsStatement of Merger, shall be duly and validly issued, fully paid and non-assessablenonassessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The 13,326,000 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.

Validity of Shares. The 11,625,000 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.06(a)(ii1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and of the Merger DocumentsCertificate of Merger, shall be duly and validly issued, fully paid and non-assessablenonassessable. Based in part on the representations and warranties of the Stockholders as contemplated by Article IV Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to Sections 1.06(a)(iiSection 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” blue sky or securities laws.