Common use of VALID ISSUANCES Clause in Contracts

VALID ISSUANCES. The sale and resale of the Put Shares may and will be properly accomplished pursuant to Rule 4(2), Regulation D and/or any applicable state law. When issued, the Put Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares pursuant to, nor the Company's performance of its obligations under, this Agreement or the Registration Rights Agreement will (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Put Shares shall not subject the Investor to personal liability by reason of the possession thereof.

VALID ISSUANCES. The sale by the Company and resale of the Put Shares and Warrant Shares may and will be properly accomplished pursuant to Rule Section 4(2), Regulation D and/or any applicable state law. When issued, the Put Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares and Warrant Shares pursuant to, nor the Company's performance of its obligations under, this Agreement or the Registration Rights Agreement will (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Put Shares and Warrant Shares shall not subject the Investor or holder to personal liability by reason of the possession thereof.

VALID ISSUANCES. The sale and resale of the Put Shares may and will be properly accomplished --------------- issued pursuant to Rule Section 4(2), Regulation D and/or any applicable state law. When issued, the Put Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares pursuant to, nor the Company's performance of its obligations under, this Agreement or the Registration Rights Agreement will (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Put Shares shall not subject the Investor to personal liability by reason of the possession thereof.

VALID ISSUANCES. The sale by the Company and resale of the --------------- Put Shares may and will be properly accomplished pursuant to Rule Section 4(2), Regulation D and/or any applicable state law. When issued, the Put Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares pursuant to, nor the Company's performance of its obligations under, this Agreement or the Registration Rights Agreement will (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Put Shares shall not subject the Investor or holder to personal liability by reason of the possession thereof.

VALID ISSUANCES. The sale and resale of the Put Shares may and will be --------------- properly accomplished issued pursuant to Rule 4(2), Regulation D and/or any applicable state law. When issued, the Put Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares pursuant to, nor the Company's performance of its obligations under, this Agreement or the Registration Rights Agreement will (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Put Shares shall not subject the Investor to personal liability by reason of the possession thereof.

VALID ISSUANCES. The sale When issued and resale of the Put Shares may and will be properly accomplished pursuant to Rule 4(2), Regulation D and/or any applicable state law. When issuedpaid for in accordance with a Put, the Put Shares shall will be duly and validly issued, fully paid, and nonassessablenon-assessable. Neither the sales of the Put Shares pursuant to, nor the Company's performance of its obligations underunder this Agreement, this the Registration Rights Agreement or the Registration Rights Escrow Agreement will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Put Shares or or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Put Shares shall not subject the Investor Investors to personal liability to the Company or its creditors by reason of the possession thereof.