Common use of Validity of Shares Clause in Contracts

Validity of Shares. Assuming the accuracy of the representations and warranties contained in Article IV, the shares of Parent Common Stock to be issued in connection with the Merger will, when issued in accordance with this Agreement, be duly authorized, validly issued, fully paid and nonassessable, will not be subject to any preemptive or other statutory right of stockholders, will be issued in compliance with applicable U.S. Federal and state securities laws and will be free of any liens or encumbrances.

Validity of Shares. Assuming the accuracy of the representations and warranties contained in Article IVSection 4.2, the shares of Parent Common Stock to be issued in connection with the Merger will, when issued in accordance with this Agreement, be duly authorized, validly issued, fully paid and nonassessable, will not be subject to any preemptive or other statutory right of stockholders, will be issued in compliance with applicable U.S. Federal federal and state securities laws and will be free of any liens or encumbrances.

Validity of Shares. Assuming the accuracy of the representations and warranties contained in Article IVIII, the shares of Parent Common Stock to be issued in connection with the Merger this Agreement will, when issued in accordance with this Agreement, be duly authorized, validly issued, fully paid and nonassessable, will not be subject to any preemptive or other statutory right of stockholders, will be issued in compliance with applicable U.S. Federal and state securities laws and will be free of any liens or encumbrances, except for the Company’s repurchase rights pursuant to Section 6.9 below.

Validity of Shares. Assuming the accuracy of the representations and warranties contained in Article IV, the shares of Parent Common Stock to be issued in connection with the Merger will, when issued in accordance with this Agreement, be duly authorized, validly issued, fully paid and nonassessable, will not be subject to any preemptive or other statutory right of stockholders, will be issued in compliance with applicable U.S. Federal and state securities laws and will be free of any liens or encumbrances.

Validity of Shares. Assuming the accuracy of the representations and warranties contained in Article IVSection 4.2 and in the Contribution Agreement, the shares of Parent Common Stock to be issued in connection with the Merger pursuant to this Agreement will, when issued in accordance with this Agreement, Agreement be duly authorized, validly issued, fully paid and nonassessable, will not be subject to any preemptive or other statutory right of stockholders, will be issued in compliance with applicable U.S. Federal federal and state securities laws and will be free of any liens or encumbrances.

Validity of Shares. Assuming the accuracy of the representations and warranties contained in Article IVIV and the Letter of Transmittal executed by each holder of Company Common Stock, the shares of Parent Common Stock to be issued in connection with the Merger will, when issued in accordance with this Agreement, be duly authorized, validly issued, fully paid and nonassessable, will not be subject to any preemptive or other statutory right of stockholders, will be issued in compliance with applicable U.S. Federal and state securities laws and will be free of any liens or encumbrances.