Common use of Validity of Shares Clause in Contracts

Validity of Shares. The 15,530,911 shares of Parent Common Stock to be issued at the Closing pursuant to this Agreement, when issued and delivered in accordance with the terms hereof, the Certificate of Merger, and the Statement of Merger shall be duly and validly issued, fully paid and nonassessable. Based in part on the representations and warranties of the Stockholders as contemplated by Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon the Merger pursuant to 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 or securities laws.

Validity of Shares. The 15,530,911 shares of Parent Common Stock to be issued at the Closing pursuant to this AgreementSection 1.06(a)(ii) hereof, when issued and delivered in accordance with the terms hereofof the Merger Documents, the Certificate of Merger, and the Statement of Merger shall be duly and validly issued, fully paid and nonassessablenon-assessable. Based in part on the representations and warranties of the Stockholders CAN as contemplated by Section 4 Article IV hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon consummation of the Merger pursuant to this Agreement 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 “Blue Sky” or securities laws.

Validity of Shares. The 15,530,911 shares of Parent Common Stock to be issued at the Closing pursuant to this AgreementSection 1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof, hereof and of the Certificate of Merger, and the Statement of Merger shall be duly and validly issued, fully paid and nonassessable. Based in part on the representations and warranties of the Stockholders Shareholders as contemplated by Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon the Merger pursuant to this Agreement Section 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 15,530,911 shares of Parent Common Stock to be issued at the Closing pursuant to this AgreementSection 1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof, hereof and of the Certificate of Merger, and the Statement of Merger shall be duly and validly issued, fully paid and nonassessable. Based in part on the representations and warranties of the Stockholders as contemplated by Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon the Merger pursuant to this Agreement Section 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 15,530,911 shares of Parent Common Stock to be issued in accordance with Article III hereof and the shares of Parent Common Stock to be issued at one or more closings in connection with the Closing pursuant to this AgreementPrivate Placement, when issued and delivered in accordance with the terms hereof, the Certificate of Merger, and the Statement of Merger shall be duly and validly issued, fully paid and nonassessable. Based in part on the representations and warranties of investors contained in the Stockholders as contemplated by Section 4 hereof subscription agreement attached to the Memorandum and assuming the accuracy thereof, the issuance of the Parent Common Stock upon in connection with the Merger pursuant to this Agreement Private Placement 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 15,530,911 shares of Parent Common Stock to be issued at the Closing pursuant to this AgreementSection 1.6(a)(ii) hereof, when issued and delivered in accordance with the terms hereof, hereof and of the Certificate of Merger, and the Statement of Merger shall be duly and validly issued, fully paid and nonassessable. Based in part on the representations and warranties of the Stockholders as contemplated by Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon the Merger pursuant to this Agreement Section 1.6(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 15,530,911 shares of Parent Common Stock to be issued at the Closing pursuant to this AgreementSection 1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof, hereof and of the Certificate Statement of Merger, and the Statement of Merger shall be duly and validly issued, fully paid and nonassessable. Based in part on the representations and warranties of the Stockholders as contemplated by Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon the Merger pursuant to this Agreement Section 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.