Common use of Valid Issuance of Securities Clause in Contracts

Valid Issuance of Securities. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Securities. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Securities. The SharesSecurities, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Securities. The SharesShares which are being purchased hereunder, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessablenonassessable and, and based in part upon the representations of Investor in this Agreement, the Shares will be free of restrictions on transfer other than restrictions on transfer under this Agreement issued in compliance with all applicable federal and applicable state and federal securities laws.

Valid Issuance of Securities. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed hereinAgreement, will be duly and validly issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Securities. The SharesShares which are being issued to the Buyer hereunder will be duly and validly authorized and, when issued, sold and delivered in accordance with the terms hereof and upon payment of this Agreement for the consideration expressed Purchase Price as provided herein, will be duly and validly issued, fully paid and non-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement preemptive rights and applicable state free and federal securities lawsclear of all Liens.

Valid Issuance of Securities. The SharesShares that are being issued to the Purchaser, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessablenonassessable. Based in part upon the representations of the Purchaser in this Agreement, and the Shares will be free of restrictions on transfer other than restrictions on transfer under this Agreement issued in compliance with applicable United States federal and applicable state and federal securities laws.

Valid Issuance of Securities. The Shares, when issued, sold issued and delivered in accordance with the terms of this Agreement hereof in exchange for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement applicable federal and state securities laws. Based in part upon the representations of the Executives in Section 3.28, the Shares will be issued in compliance with all applicable federal and state and federal securities laws.

Valid Issuance of Securities. (a) The Shares, if and when issued, sold issued and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issuedissued and outstanding, fully paid paid, and non-assessable, assessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Securities. The SharesSecurities being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Securities. The Shares, when issued, sold issued and delivered allotted in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, and will be free of any Encumbrances or restrictions on transfer other than restrictions on transfer under this Agreement or any applicable law. Based in part upon the representations of the Investors in Section 3 of this Agreement and subject to the provisions of Section 2.6 below, the Shares will be issued in compliance with applicable state and federal securities laws.

Valid Issuance of Securities. The SharesPurchased Stock, when issued, sold transferred and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on of transfer under this Agreement, the Transfer Agreement, the Pledge Agreement and applicable state and federal securities laws, and will be issued in compliance with all federal and state securities laws.

Valid Issuance of Securities. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed hereinherein or therein, will be duly and validly issued, fully issued and fully-paid and non-assessable, and will be free . Based in part upon the representations of restrictions on transfer other than restrictions on transfer under the Subscriber in this Agreement and subject to the completion of the filings referenced in Section 3.4 below, the Shares will be issued in compliance with all applicable federal and state and federal securities laws.

Valid Issuance of Securities. The Shares, when issued, sold and delivered Shares issued in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws and liens or encumbrances created by or imposed by Management Holdings. The Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. (a) The Shares, when issued, sold and delivered in accordance with the terms of this Agreement Agreement, respectively, for the consideration expressed herein, will be duly and validly issued, fully paid paid, and non-assessablenonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawslaws and under this Agreement.

Valid Issuance of Securities. The SharesShares being issued to Seller ---------------------------- hereunder, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and pursuant to applicable state and federal securities laws.

Valid Issuance of Securities. The SharesSecurities that are being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement and in accordance with their respective terms for the consideration expressed hereinherein and therein, will be duly and validly issued, outstanding, fully paid paid, and non-assessablenonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities lawsLaws.

Valid Issuance of Securities. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, and the Warrant Shares, when issued upon each Investor’s exercise of the Warrant issued to such Investor pursuant to the terms therein, will be duly and validly authorized and issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Lock-Up Agreement and applicable state and federal securities laws.

Valid Issuance of Securities. The Shares and Warrant Shares, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Securities. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and Agreement, the Investor Documents, applicable state and federal securities lawslaws and liens or encumbrances created by or imposed by the Undersigned.

Valid Issuance of Securities. The SharesSecurities that are being purchased by Investor hereunder, when issued, sold sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and non-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the First Refusal Agreement (as defined in Section 3.7) and under applicable federal and state and federal securities laws.