Common use of Validity of Shares Clause in Contracts

Validity of Shares. The Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and free of preemptive rights and similar rights. No further approval or authority of the stockholders or the Board of Directors of the Company are required for the issuance and sale of the Shares.

Validity of Shares. The Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided hereinpaid for in accordance with the terms hereof, will be duly and validly issued, fully paid and non-assessable and free of any liens or encumbrances, other than any liens or encumbrances created by the holders; provided, however, that the Shares will be subject to restrictions on transfer under state or federal securities laws. The issuance of the Shares is not subject to any preemptive rights and similar rights. No further approval or authority rights of the stockholders or the Board of Directors of the Company are required for the issuance and sale of the Sharesfirst refusal.

Validity of Shares. The Shares shall have been duly and validly authorized and, when issued issued, sold and delivered against payment therefor as provided hereinin accordance with the terms hereof, will be duly and validly issued, fully paid and non-assessable and assessable, free of preemptive restrictions on transfer other than restrictions on transfer contained or referred to herein, and the issuance of the Shares will not be subject to any Liens or preemptive, participation, rights and of first refusal or other similar rights. No further approval or authority of the stockholders or the Board of Directors of the Company are required for the issuance and sale of the Shares.

Validity of Shares. The Shares have been duly and validly authorized and, when issued issued, delivered and delivered against payment therefor as provided herein, paid for in accordance with the terms of this Agreement will be duly and validly issued, fully paid and non-assessable assessable, and free the issuance of such Shares will not be subject to any preemptive rights and or similar rights. No further approval or authority of the stockholders or the Board of Directors of the Company are required for the issuance and sale of the Shares.

Validity of Shares. The Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided hereinin accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable assessable, and free the issuance of such Shares will not be subject to any preemptive rights and or similar rights. No further approval or authority Neither the filing of the stockholders Registration Statement nor the offering or the Board of Directors of the Company are required for the issuance and sale of the Shares as contemplated by this Agreement gives rise to any rights, other than those that have been waived or satisfied, for or relating to the registration of any Common Shares.

Validity of Shares. The Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided hereinin accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable assessable, and free the issuance of such Shares will not be subject to any preemptive rights and or similar rights. No further approval or authority of the stockholders or the Board of Directors of the Company are required for the issuance and sale of the Shares.

Validity of Shares. The Shares have been duly and validly authorized and, and when issued and delivered against payment therefor as provided hereinpaid for in accordance with the terms hereof, will be duly valid and validly issuedbinding obligations of the Company enforceable in accordance with their respective terms, fully paid and non-assessable and free of preemptive rights and similar rights. No further approval or authority of the stockholders or the Board of Directors of the Company are required for the issuance and sale of the Sharesassessable.

Validity of Shares. The Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and free of preemptive rights and similar rights. No further approval or authority of the stockholders or the Board of Directors of the Company are required for the issuance and sale of the Shares.

Validity of Shares. The Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and free of preemptive rights and similar rightsrights granted by the Company. No further approval or authority of the stockholders or the Board of Directors of the Company are required for the issuance and sale of the Shares.