Common use of Parent Common Stock Clause in Contracts

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all Liens.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to in connection with the Merger have been duly authorizedMerger, when issued in accordance with the terms and upon consummation provisions of the transactions contemplated by this Agreement, will be duly authorized, validly issued, fully paid and nonassessable non-assessable and free will not be subject to any preemptive or other statutory right of stockholders and clear of all Lienswill be issued in compliance with applicable United States Federal and state securities laws.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to which constitutes the Merger have Shares has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all Liensnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to in the Merger have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and paid, nonassessable and free and clear of all Lienspreemptive rights.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the as Merger Consideration have been duly authorizedauthorized and, when issued and upon consummation delivered in accordance with the terms of the transactions contemplated by this Agreement, will have been validly issued and will be validly issued, fully paid and nonassessable and free and clear of all Liensthe issuance thereof is not subject to any preemptive or other similar right.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger have and pursuant to the Company Options assumed by Parent has been duly authorizedauthorized and will, and upon consummation of the transactions contemplated by when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable non-assessable and will be free of any liens, encumbrances, preemptive rights and clear rights of all Liensfirst refusal.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger ARTICLE 2 of this Agreement have been duly authorized, authorized and upon consummation when issued and delivered in accordance with the terms of the transactions contemplated by this Agreement, Agreement will have been validly issued and will be validly issued, fully paid and nonassessable non-assessable and free and clear of all Liensthe issuance thereof is not subject to any preemptive or other similar right.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger have been duly authorized, authorized and upon consummation of the transactions contemplated by this Agreement, Transactions will be validly issued, fully paid and nonassessable and free and clear of all Liens.

Parent Common Stock. The All of the shares of Parent Common Stock to be issued pursuant to the Merger this Agreement have been duly authorizedauthorized and, and upon consummation when issued in accordance with the terms of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all Liensnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to in the Merger have has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all Liensnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to in the Merger have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and paid, nonassessable and free and clear of all Lienspre-emptive rights.

Parent Common Stock. The All shares of Parent Common Stock to be issued pursuant to in connection with the Merger have been will be, when issued in accordance with the terms of this Agreement, duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all Liensnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will when issued in accordance with this Agreement, will, assuming the accuracy of the representations contained in Article III and Article IV hereof, be validly issued, fully paid and nonassessable and free and clear of all Liensnon-assessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to that constitutes the ------------------- Merger have Shares has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and free will be issued in compliance with federal and clear of all Liensstate securities laws.

Parent Common Stock. The All shares of Parent Common Stock to be issued pursuant to in connection with the Merger have been Mergers will be, when issued in accordance with the terms of this Agreement, duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all Liensnon-assessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger have been duly authorized, and upon consummation issuance pursuant to Section 1.6 of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all Liensnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to this Agreement, when issued in accordance with the Merger have been duly authorized, and upon consummation terms of the transactions contemplated by this Agreement, will be duly authorized, validly issued, fully paid and nonassessable non-assessable and free and clear of all Lienssubject to no preemptive rights.

Parent Common Stock. The shares of Parent Common Stock to be issued to Company Stockholders pursuant to the First Step Merger have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable non-assessable. All shares of Parent Common Stock which may be issued upon the exercise or vesting of Assumed Equity assumed by Parent hereunder will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and free and clear of all Liensnon-assessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger have been will be duly authorized, and upon consummation when the share certificates in respect of such Parent Common Stock are issued in accordance with the transactions contemplated by this Agreementterms hereof, will be validly issued, issued and fully paid and nonassessable and free and clear of all Lienspaid.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to that constitutes the ------------------- Merger have Shares has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all Liensnonassessable.

Parent Common Stock. The shares Shares of Parent Common Stock to be ------------------- issued pursuant to this Agreement, when issued and delivered in accordance with the Merger have been duly authorized, and upon consummation terms of the transactions contemplated by this Agreement, will be duly authorized, validly issued, fully paid paid, and nonassessable and free and clear of all Lienspreemptive rights.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger in connection with this Agreement have been duly authorizedauthorized and, and upon consummation of the transactions contemplated by this Agreementwhen issued at Closing, will be validly issued, fully paid and nonassessable and free and clear of all Liensnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger have has been duly authorizedauthorized and will, and upon consummation of the transactions contemplated by when issued in accordance with this Agreement, will be validly issued, fully paid paid, and nonassessable and free and clear of all Liensnonassessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable nonassessable, and free will not be subject to any Lien of any nature except for the escrow provisions provided in Article VIII and clear of all Liensany Liens created by any Company Stockholder.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger have been will be duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable non-assessable and free will be of the same class as are currently registered under the Securities Exchange Act of 1934 and clear of all Liensas traded on the Nasdaq National Market.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to in the Merger and the transactions contemplated hereby have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be are validly issued, fully paid and nonassessable and free and clear of all Liensnon-assessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the First Merger have been duly authorizedauthorized and will, and upon consummation of the transactions contemplated by when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all Liensnon-assessable.

Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger have been Merger, when issued, will be duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all Liensnon-assessable.