Common use of Valid Issuance of the Shares Clause in Contracts

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

Valid Issuance of the Shares. The Shares, when issued, sold and delivered in accordance with the terms of this AgreementAgreement for the consideration expressed herein, will be duly and validly issued, fully paid, paid and nonassessablenon-assessable, and will be free and clear of all liens, charges, claims, encumbrances and restrictions on transfer other than restrictions on transfer under this Agreement Agreement, the Articles, and under any applicable U.S., Canadian, state and federal or provincial securities laws.

Valid Issuance of the Shares. The Shares, Shares when issued, sold issued and delivered in accordance with the terms of this AgreementAgreement for the consideration expressed herein, will be duly and validly issued, fully paid, paid and nonassessable, 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 the Shares. The Shares, when issued, sold and delivered in accordance with the terms and provisions of this Agreement for the consideration expressed in this Agreement, will be duly and validly issued, fully paidfully-paid and non-assessable and, based in part on the representations and nonassessablewarranties of Purchaser set forth in this Agreement, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement issued in compliance with all applicable federal and under applicable state and federal securities laws.

Valid Issuance of the Shares. The Shares, Shares when issued, sold issued 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 nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities lawsnon-assessable.

Valid Issuance of the Shares. The Shares, when issued, sold and delivered in accordance with the terms of this AgreementAgreement for the consideration expressed herein, will be duly and authorized, validly issued, fully paid, paid and nonassessable, 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 the Shares. The SharesShares are duly and validly authorized and, when issued, sold issued and delivered in accordance with the terms of paid for pursuant to this Agreement, will be duly and validly issued, fully paidpaid and non-assessable, and nonassessable, and will shall be free and clear of all encumbrances and restrictions (other than those created by the Investor), except for restrictions on transfer other than restrictions on transfer under set forth in this Agreement and under or imposed by applicable state and federal securities laws.

Valid Issuance of the Shares. The SharesShares will be duly and validly authorized and, when issued, sold issued and delivered in accordance with the terms of paid for pursuant to this Agreement, will be duly and validly issued, fully paidpaid and non-assessable, and nonassessable, and will shall be free and clear of all encumbrances and restrictions (other than those created by the Investor), except for restrictions on transfer other than restrictions on transfer under set forth in this Agreement and under or imposed by applicable state and federal securities laws.

Valid Issuance of the Shares. The Shares, when issued, sold issued 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 nonassessable, 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 the Shares. The SharesCommon Shares that are being issued to the Sellers hereunder, when issued, sold issued and delivered in accordance with the terms of this AgreementAgreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of all Liens and restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities lawslaws and free of preemptive rights.

Valid Issuance of the Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paidpaid and nonassessable and, subject to the warranties and nonassessablerepresentations contained in Section 2.3, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement issued in compliance with all applicable U.S. and under applicable state and federal securities laws.

Valid Issuance of the Shares. The Shares, Shares when issued, sold issued and -------------------------------- delivered in accordance with the terms of this AgreementAgreement for the consideration expressed herein, will be duly and validly issued, fully paid, paid and nonassessable, 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 the Shares. The SharesShares that are being issued to the Seller hereunder, when issued, sold issued and delivered in accordance with the terms of this AgreementAgreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities lawsLaws and free of preemptive rights except as set forth in the Shareholders’ Agreement in the form of Exhibit H attached hereto.

Valid Issuance of the Shares. The Shares, Shares when issued, sold issued and delivered in accordance with the terms of this Agreement, Agreement will be duly and validly issued, fully paid, paid and nonassessable, 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 the Shares. The SharesCommon Shares that are being issued to the Seller hereunder, when issued, sold issued and delivered in accordance with the terms of this AgreementAgreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of all Encumbrances and restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities lawsLaws and free of preemptive rights.

Valid Issuance of the Shares. The SharesCommon Shares that are being issued to the Seller hereunder, when issued, sold issued and delivered in accordance with the terms of this AgreementAgreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities lawsLaws and free of preemptive rights.

Valid Issuance of the Shares. The SharesShares have been duly and validly authorized and, when issued, sold issued and delivered in accordance with the terms of paid for pursuant to this Agreement, will be duly and validly issued, fully paid, paid and nonassessable, and will shall be free and clear of all encumbrances and restrictions (other than those created by the Purchasers), except for restrictions on transfer other than restrictions on transfer under this Agreement and under set forth in the Transaction Documents or imposed by applicable state and federal securities laws.

Valid Issuance of the Shares. The Shares, when Shares to be issued, sold and delivered under this Agreement will be duly and validly issued and fully paid, and based in accordance with part upon the terms representations and warranties of the Purchaser in this Agreement, will be duly issued in compliance with all applicable federal and validly issued, fully paid, and nonassessable, 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 the Shares. The SharesShares that are being issued to the Seller hereunder, when issued, sold issued and delivered in accordance with the terms of this AgreementAgreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, 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 the Shares. The SharesShares are duly authorized and, when issued, sold issued and delivered paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paidand free and clear of all liens, charges, pledges, security interests, and nonassessableencumbrances, 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 the Shares. The Shares, when issued, sold and delivered in accordance with the terms of this AgreementAgreement for the consideration expressed herein, will be duly and validly issued, and upon Investor's payment of the Purchase Price, will be fully paid, paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities lawsApplicable Law.

Valid Issuance of the Shares. The Shares, Shares when issued, sold issued 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 nonassessable, non-assessable. The Shares will be “restricted securities” and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities lawsbear a legend to that effect.

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

Valid Issuance of the Shares. The Shares, when issued, sold issued and delivered in accordance with the terms of this Agreementhereof, will be duly and validly issued, fully paid, paid and nonassessable, non-assessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under imposed by applicable state and federal securities laws, or created by or imposed by the Seller. Assuming the accuracy of the representations of the Seller in Section 4, the Shares, when issued, will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of the Shares. The Shares, when issued, sold and delivered in accordance with the terms of this AgreementAgreement for the consideration expressed herein, will be duly and validly issued, fully paid, paid and nonassessable, and will be free of restrictions on transfer imposed by or through the Company other than restrictions on transfer under this Agreement or the Lock-Up Agreement, dated April 6, 2011, by and under applicable state between the Investor and federal securities lawsthe Underwriter.