Common use of Valid Issuance of Preferred and Common Stock Clause in Contracts

Valid Issuance of Preferred and Common Stock. (a) The Shares which are being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and, based in part upon the representations of the Investor in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Conversion Stock has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designations, shall be duly and validly issued, fully paid and nonassessable, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of the Shares hereunder and will be free of restrictions on transfer other than restrictions on transfer under this Agreement or the Rights Agreement and under applicable state and federal securities law.

Valid Issuance of Preferred and Common Stock. (a) The Shares which that are being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and, based free from any liens or encumbrances other than those created by the holders thereof and free of any restriction on transfer other than those under this Agreement and under applicable federal and state securities laws. Based in part upon the representations of the Investor in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Shares purchased under this Agreement (the "Conversion Stock has Stock") have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of DesignationsArticles, shall be duly and validly issued, fully paid and nonassessable, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Shares hereunder and will be free of restrictions on transfer other than restrictions on transfer under this Agreement or the Rights Agreement and under applicable state and federal securities lawhereunder.

Valid Issuance of Preferred and Common Stock. (a) The Shares which that are being purchased by the Investor Investors hereunder, when issued, sold sold, and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable andnonassessable, based in part upon the representations of the Investor in this Agreement, and will be issued in compliance with all free of restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders' Agreement and under the Company's Bylaws (the "Bylaws") and applicable state and federal and state securities laws. The Conversion Common Stock issuable upon conversion of the Shares purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of DesignationsRestated Certificate, shall will be duly and validly issued, fully paid and nonassessablepaid, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of the Shares hereunder nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement or and the Rights Stockholders' Agreement and under the Bylaws and applicable state and federal securities lawlaws.