Common use of Validity of the Shares Clause in Contracts

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

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

Validity of the Shares. The Shares, when issued, and delivered issued in accordance compliance with the terms provisions of this AgreementAgreement or the Warrants, will be duly and validly issued, fully paid and non-assessable nonassessable, and will be free and clear of any liensliens or encumbrances, other than any liens or encumbrances created by or restrictions of any kindimposed upon the holders; provided, however, that the Shares may will be subject to restrictions on transfer under state and or federal securities laws and laws. The issuance of the Registration Rights AgreementShares is not subject to any preemptive rights or rights of first refusal.

Validity of the Shares. The Shares, when issued, and delivered in accordance with issued pursuant to the terms of this AgreementAgreement (and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Certificate of Designations of the Series A-1 Preferred Stock and pursuant to the Warrants, respectively), will be duly and validly issued, and fully paid and non-assessable nonassessable and will be free and clear of any liens, encumbrances liens or restrictions of any kindencumbrances; provided, however, that the Shares may Securities will be subject to restrictions on transfer under state and and/or federal securities laws and the Registration Rights Agreementas set forth herein.

Validity of the Shares. The Shares, when issued, and delivered in accordance with issued pursuant to the terms of this AgreementAgreement (and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Certificate of Designations of the Series B-1 Preferred Stock and pursuant to the Warrants, respectively), will be duly and validly issued, and fully paid and non-assessable nonassessable and will be free and clear of any liens, encumbrances liens or restrictions of any kindencumbrances; provided, however, that the Shares may Securities will be subject to restrictions on transfer under state and and/or federal securities laws and the Registration Rights Agreementas set forth herein.

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