Common use of Valid Issuance of Shares Clause in Contracts

Valid Issuance of Shares. The Shares have been duly and validly authorized. and, upon issuance will be, validly issued, fully paid, and nonassessable. The Shares, upon issuance, are, or will be, free and clear of any security interests, liens, claims, restrictions, adverse claims, or other encumbrances, other than restrictions upon transfer under federal and state securities laws.

Valid Issuance of Shares. The Shares have been duly and validly authorized. authorized and, upon issuance when issued and paid for pursuant to this Agreement, the Shares will be, be validly issued, fully paidpaid and non-assessable, and nonassessable. The Shares, upon issuance, are, or will be, shall be free and clear of any security interestsall Liens, liens, claims, restrictions, adverse claims, and will not be subject to preemptive rights or other encumbrances, other than restrictions upon transfer under federal and state securities lawssimilar rights of stockholders of the Company.

Valid Issuance of Shares. The Shares have been duly and validly authorized. authorized and, upon issuance when issued and delivered in accordance with the terms of this Agreement, will be, be validly issued, fully paidpaid and non-assessable, and nonassessable. The Shares, upon issuance, are, or will be, free and clear of any security interests, liens, claims, restrictions, adverse claims, or other encumbrances, other than restrictions upon transfer under have been issued in compliance with all applicable federal and state securities laws, and will be free from all taxes, liens, claims and encumbrances. The issuance of the Shares will not be subject to any preemptive or similar rights.

Valid Issuance of Shares. The Shares have been duly and validly authorized. , and, upon issuance will be, validly issued, fully paid, and nonassessable. The Shares, upon issuance, are, or will be, free and clear of any security interests, liens, claims, restrictions, adverse claims, or other encumbrances, other than restrictions upon transfer under federal and state securities laws.

Valid Issuance of Shares. The Shares have been duly and validly authorized. authorized and, upon issuance when the Shares are issued and paid for pursuant to this Agreement, the Shares will be, be validly issued, fully paidpaid and non-assessable, and nonassessable. The Shares, upon issuance, are, or will be, shall be free and clear of any security interestsall Encumbrances, liens, claims, restrictions, adverse claims, and will not be subject to preemptive rights or other encumbrances, other than restrictions upon transfer under federal and state securities lawssimilar rights of stockholders of the Company.

Valid Issuance of Shares. The Upon issuance of the Shares have been in accordance with the terms of this Agreement, the Shares will be duly and validly authorized. and, upon issuance will be, validly issued, fully paid, paid and nonassessable. The Shares, upon issuance, are, or will be, nonassessable and free and clear of any all security interests, claims, liens, claimspledges, restrictionsoptions, adverse claimsencumbrances, charges, agreements and other arrangements or other encumbrancesrestrictions whatsoever (“Encumbrances”), other than restrictions upon on transfer under federal and imposed by applicable U.S. federal, state or foreign securities laws.

Valid Issuance of Shares. The Shares have been duly and validly authorized. authorized and, upon issuance when issued and paid for pursuant to this Agreement, the Shares will be, be validly issued, fully paidpaid and non-assessable, and nonassessable. The Shares, upon issuance, are, or will be, shall be free and clear of any security interestsall Encumbrances, liens, claims, restrictions, adverse claims, and will not be subject to preemptive rights or other encumbrances, other than restrictions upon transfer under federal and state securities lawssimilar rights of stockholders of the Company.

Valid Issuance of Shares. The Shares have been duly and validly authorized. authorized for issuance by all necessary corporate action and, upon issuance when issued in accordance with the terms hereof, the Shares will be, be validly issued, fully paid, paid and nonassessable. The Shares, upon issuance, are, or will be, free ; and clear the Shares are not being issued in violation of any security interests, liens, claims, restrictions, adverse claims, preemptive or other encumbrances, other than restrictions upon transfer under federal and state securities lawssimilar rights of any securityholder of the Company.

Valid Issuance of Shares. The Upon issuance of the Shares have been in accordance with the terms of this Agreement, the Shares will be duly and validly authorized. and, upon issuance will be, validly issued, fully paid, paid and nonassessable. The Shares, upon issuance, are, or will be, nonassessable and free and clear of any all security interests, claims, liens, claimspledges, restrictionsoptions, adverse claimsencumbrances, charges, agreements and other arrangements or other encumbrancesrestrictions whatsoever (“Encumbrances”), other than restrictions upon on transfer under federal imposed by applicable U.S. federal, state or foreign securities laws and state securities lawsspecified in Section 4(a) below.

Valid Issuance of Shares. The Shares have been duly Shares, when issued and validly authorized. anddelivered and paid for in compliance with the provisions of this Agreement, upon issuance will be, be validly issued, fully paid, paid and nonassessable. The Shares, upon issuance, are, or Shares will be, be free and clear of any security interests, liens, claims, restrictions, adverse claims, liens or other encumbrances, other than any liens or encumbrances created by or imposed upon the Investor; provided, however, that the Shares are subject to restrictions upon on transfer under U.S. state and/or federal securities laws and state securities lawsas set forth in Section 6.5.

Valid Issuance of Shares. The issuance of the Shares have has been duly authorized by all requisite corporate action. When the Shares are issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, the Shares will be duly and validly authorized. and, upon issuance will be, validly issuedissued and outstanding, fully paid, and nonassessable. The Shares, upon issuance, are, or and will be, be free of all liens and clear of any security interests, liens, claims, restrictions, adverse claims, or other encumbrances, restrictions on transfer other than restrictions upon on transfer under this Agreement and under applicable state and federal and state securities laws.

Valid Issuance of Shares. The Shares have been duly and validly authorized. andauthorized and when issued and paid for in accordance with the terms of the Agreement, upon issuance will be, be duly and validly issued, fully paid, paid and nonassessable. The Shares, upon issuance, are, or will be, non-assessable free and clear of any security interests, liens, claims, restrictions, adverse claims, or other encumbrances, all liens and restrictions other than restrictions upon transfer imposed or created under this Agreement, by applicable law, or by the Purchaser. Assuming the accuracy of the representations and warranties of the Purchaser in this Agreement, will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares to be issued hereunder have been duly and validly authorized. and, upon issuance and will be, be duly and validly issued, fully paidpaid and nonassessable when issued in exchange for the Interests pursuant to this Agreement, and nonassessable. The Shares, upon issuance, are, or will be, be free and clear of any security interests, liens, claims, restrictions, adverse claims, or other encumbrances, restrictions on transfer other than restrictions upon on transfer under applicable federal and state securities lawslaws and any agreement entered into, or to be entered into, by any Seller with respect to the Shares to be received by it.