Common use of Valid Issuance of the Shares Clause in Contracts

Valid Issuance of the Shares. The Shares when issued, sold and delivered to the Purchaser in accordance with this Agreement will be duly and validly issued, fully paid, non-assessable and free and clear of all liens and encumbrances (other than restrictions on transfer under applicable federal and state securities laws). No preemptive rights are applicable with respect to the issuance of the Shares.

Valid Issuance of the Shares. The Shares Shares, when issued, sold and delivered to the Purchaser in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paidpaid and nonassessable, non-assessable and will be free and clear of all liens and encumbrances (restrictions on transfer imposed by or through the Company other than restrictions on transfer under applicable federal this Agreement or the Lock-Up Agreement, dated [ ], 2004, by and state securities laws). No preemptive rights are applicable with respect to between the issuance Investor and the Representatives of the SharesSeveral Underwriters named therein.