Common use of Validity of the Shares Clause in Contracts

Validity of the Shares. The Shares, when issued pursuant to the terms of this Agreement, will be validly issued, and fully paid and nonassessable and will be free of any liens or encumbrances; provided, however, that the Shares will be subject to restrictions on transfer under state and/or federal securities laws as set forth herein.

Validity of the Shares. The SharesShares have been duly authorized and, when issued and delivered to and paid for by the Investor pursuant to the terms of this Agreement, will be validly issued, and fully paid and nonassessable nonassessable, and will be such shares are free of any liens preemptive or encumbrances; provided, however, that the Shares will be subject to restrictions on transfer under state and/or federal securities laws as set forth hereinsimilar rights.

Validity of the Shares. The Shares, when issued pursuant to issued, and delivered in accordance with the terms of this Agreement, will be duly and validly issued, and fully paid and nonassessable non-assessable and will be free and clear of any liens liens, encumbrances or encumbrancesrestrictions of any kind; provided, however, that the Shares will may be subject to restrictions on transfer under state and/or and federal securities laws as set forth hereinand the Registration Rights Agreement.

Validity of the Shares. The Shares, when issued pursuant to in compliance with the terms provisions of this AgreementAgreement or the Warrants, will be validly issued, and fully paid and nonassessable nonassessable, and will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders; provided, however, that the Shares will be subject to restrictions on transfer under state and/or or federal securities laws as set forth hereinlaws. The issuance of the Shares is not subject to any preemptive rights or rights of first refusal.

Validity of the Shares. The Shares, when issued pursuant to issued, sold and delivered in compliance with the terms provisions of this Agreement, will be duly and validly issued, and fully paid and nonassessable non-assessable, and will be free of any liens liens, or encumbrances; provided, however, that the Shares will be subject to restrictions on transfer under state and/or federal securities laws as set forth hereinherein or as otherwise required by such laws at the time a transfer is proposed.

Validity of the Shares. The Shares, when issued pursuant to the terms of this AgreementAgreement (and the Warrant Shares, when issued pursuant to the terms of the Warrants), will be validly issued, and fully paid and nonassessable and will be free of any liens or encumbrances; provided, however, that the Shares and Warrant Shares will be subject to restrictions on transfer under state and/or federal securities laws as set forth herein.