Common use of Validly Issued Shares Clause in Contracts

Validly Issued Shares. The shares of Series B Preferred Stock to be issued, sold and delivered in accordance with the terms of this Agreement for the consideration set out herein, will, upon issuance in accordance with the terms hereof, be duly and validly issued, fully paid and non-assessable, free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable federal and state securities laws. The issuance of the Series B Preferred Stock to the Investors pursuant to this Agreement will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 through 7.5 hereof), and will not violate the preemptive rights of any person. The Common Stock issuable upon conversion of the Series B Preferred Stock being purchased under this Agreement will be, upon issuance and delivery in accordance with the terms of the Amended Articles, duly and validly issued, fully paid and non-assessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable federal and state securities laws. The issuance of the Common Stock upon conversion of the Series B Preferred Stock will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 through 7.5 hereof as of the date of issuance of such Common Stock and of such Series B Preferred Stock), and will not violate the preemptive rights of any person.

Validly Issued Shares. The shares of Series B Preferred Stock Notes and Warrants to be issued, sold and delivered in accordance with the terms of this Agreement for the consideration set out herein, will, upon issuance in accordance with the terms hereof, be duly and validly issued, fully paid and non-assessablenonassessable, free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable federal and state securities laws. The issuance of the Series B Preferred Stock Notes and Warrants to the Investors pursuant to this Agreement will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations and warranties of Investors set forth in Sections 7.2 Section 4.1 through 7.5 hereof4.6 of this Agreement), and will not violate the preemptive rights of any person. The shares of Series C Preferred Stock and/or Common Stock issuable upon conversion of the Series B Preferred Stock Notes and exercise of the Warrants being purchased under this Agreement will be, upon issuance and delivery in accordance with the terms of the Amended Articles, the Notes and the Warrants, duly and validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Amended and Restated Shareholders' Agreement dated as of June 16, 1998 by and among the Company and certain of its shareholders, and under applicable federal and state securities lawslaws (other than those restrictions, if any, created by Investors). The issuance of the shares of Series C Preferred Stock or Common Stock upon conversion of the Notes or exercise of the Warrants and upon conversion of such Series B C Preferred Stock will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 Section 4.1 through 7.5 hereof 4.6 of this Agreement as of the date of issuance of such Common shares of Series C Preferred Stock and of such Series B Preferred Common Stock), and will not violate the preemptive rights of any person.

Validly Issued Shares. The shares of Series B Senior Preferred Stock to be issued, sold and delivered in accordance with the terms of this Agreement for the consideration set out herein, will, upon issuance in accordance with the terms hereof, be duly and validly issued, fully paid and non-assessablenonassessable, free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable federal and state securities laws. The issuance of the Series B Senior Preferred Stock to the Investors Investor pursuant to this Agreement will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 through 7.5 hereof), and will not violate the preemptive rights of any person. The Common Stock issuable upon conversion of the Series B Senior Preferred Stock being purchased under this Agreement will be, upon issuance and delivery in accordance with the terms of the Amended Articles, duly and validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable federal and state securities laws. The issuance of the Common Stock upon conversion of the Series B Senior Preferred Stock will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 through 7.5 hereof as of the date of issuance of such Common Stock and of such Series B Senior Preferred Stock), and will not violate the preemptive rights of any person.

Validly Issued Shares. The shares of Series B Preferred Stock to be issued, sold and delivered in accordance with the terms of this Agreement for the consideration set out herein, will, upon issuance in accordance with the terms hereof, be duly and validly issued, fully paid and non-assessablenonassessable, free of restrictions on transfer other than restrictions on transfer under this Agreement, the Shareholders Agreement and under applicable federal and state securities laws. The issuance of the Series B Preferred Stock to the Investors Investor pursuant to this Agreement will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 6.B through 7.5 hereof6.E of this Agreement), and will not violate the preemptive rights of any person. The Common Stock Shares issuable upon conversion of the Series B Preferred Stock being purchased under this Agreement will be, upon issuance and delivery in accordance with the terms of the Amended Articles, duly and validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the Shareholders Agreement and under applicable federal and state securities laws. The issuance of the Common Stock Shares upon conversion of the Series B Preferred Stock will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 6.B through 7.5 hereof 6.E of this Agreement as of the date of issuance of such Common Stock and of such Series B Preferred StockShares), and will not violate the preemptive rights of any person.

Validly Issued Shares. The shares of Series B Convertible Preferred Stock to be issued, sold and delivered in accordance with the terms of this Agreement for the consideration set out herein, will, upon issuance in accordance with the terms hereof, be duly and validly issued, fully paid and non-assessablenonassessable, free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable federal and state securities lawslaws and the existing Amended and Restated Shareholders' Agreement dated June 16, 1998, by and among the Company and its Shareholders. The issuance of the Series B Convertible Preferred Stock to the Investors pursuant to this Agreement will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 through 7.5 hereof)laws, and will not violate the preemptive rights of any person. The shares of Common Stock issuable upon conversion of the Series B Preferred Stock being purchased under this Agreement will be, upon issuance and delivery in accordance with the terms of the Amended ArticlesArticles of Incorporation, duly and validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Shareholders' Agreement and under applicable federal and state securities lawslaws (other than those created by investors). The issuance of the shares of Common Stock upon conversion of the Series B A Preferred Stock will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 Section 6.B through 7.5 hereof 6.E of this Agreement as of the date of issuance of such shares of Common Stock and of such Series B Preferred Stock), and will not violate the preemptive rights of any person. The outstanding shares of Company's Common Stock and Series A Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the applicable federal and state securities laws or pursuant to valid exemptions therefrom.

Validly Issued Shares. The shares of Series B Preferred Stock Notes and Warrants to be issued, sold and delivered in accordance with the terms of this Agreement for the consideration set out herein, will, upon issuance in accordance with the terms hereof, be duly and validly issued, fully paid and non-assessablenonassessable, free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable federal and state securities laws. The issuance of the Series B Preferred Stock Notes and Warrants to the Investors pursuant to this Agreement will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 through 7.5 hereof)laws, and will not violate the preemptive rights of any person. The Common shares of Series C Preferred Stock and/or Preferred Stock issuable upon conversion of the Series B Preferred Stock Notes and exercise of the Warrants being purchased under this Agreement will be, upon issuance and delivery in accordance with the terms of the Amended ArticlesArticles of Incorporation, duly and validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Amended and Restated Shareholders' Agreement dated as of June 16, 1998 by and among the Company and certain of its shareholders, and under applicable federal and state securities lawslaws (other than those created by investors). The issuance of the shares of Common Stock upon conversion of the Series B C Preferred Stock and/or Preferred Stock will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 Section 4.1 through 7.5 hereof 4.6 of this Agreement as of the date of issuance of such shares of Common Stock and of such Series B Preferred Stock), and will not violate the preemptive rights of any person. The outstanding shares of the Company's Common Stock, Series A Preferred Stock and Series B Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable.

Validly Issued Shares. The shares of Series B C Preferred Stock and the Warrant to be issued, sold and delivered in accordance with the terms of this Agreement for the consideration set out herein, will, upon issuance in accordance with the terms hereof, be duly and validly issued, fully paid and non-assessablenonassessable, free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable federal and state securities laws. The issuance of the Series B C Preferred Stock and the Warrant to the Investors River Cities pursuant to this Agreement will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 through 7.5 hereof), and will not violate the preemptive rights of any person. The Common Stock issuable upon conversion of the Series B C Preferred Stock being purchased under this Agreement and the Common Stock issuable upon exercise of the Warrant and payment of the purchase price of such shares of Common Stock will be, upon issuance and delivery in accordance with the terms of the Amended ArticlesArticles and the Warrant, as the case may be, duly and validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable federal and state securities laws. The issuance of the Common Stock upon conversion of the Series B C Preferred Stock and upon exercise of the Warrant will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 through 7.5 hereof as of the date hereof and as of the date of issuance of such Common Stock and of such Series B Preferred Stock), and will not violate the preemptive rights of any person.

Validly Issued Shares. The shares of Series B Preferred Stock to be issued, sold and delivered in accordance with the terms of this Agreement for the consideration set out herein, will, upon issuance in accordance with the terms hereof, be duly and validly issued, fully paid and non-assessablenonassessable, free of restrictions on transfer other than restrictions on transfer under this Agreement, the Shareholders Agreement and under applicable federal and state securities laws. The issuance of the Series B Preferred Stock to the Investors Investor pursuant to this Agreement will comply with all applicable applica ble laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 through 7.5 hereof)laws, and will not violate the preemptive rights of any person. The Common Stock Shares issuable upon conversion of the Series B Preferred Stock being purchased under this Agreement will be, upon issuance and delivery in accordance with the terms of the Amended Articles, duly and validly issued, fully paid and non-assessable nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the Shareholders Agreement and under applicable federal and state securities laws. The issuance of the Common Stock Shares upon conversion of the Series B Preferred Stock will comply with all applicable laws, including federal and state securities laws (assuming the accuracy of the representations set forth in Sections 7.2 7.B through 7.5 hereof 7.E of this Agreement as of the date of issuance of such Common Stock and of such Series B Preferred StockShares), and will not violate the preemptive rights of any person.