Common use of Validity of Shares Clause in Contracts

Validity of Shares. The Shares, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly authorized and issued, fully paid, non-assessable and free and clear of all encumbrances or restrictions on transfer except those imposed by applicable securities laws, this Agreement and the Lock-Up Agreement.

Validity of Shares. The Shares, when issued and delivered in accordance ------------------ compliance with the terms provisions of this Agreement, will be duly and validly authorized and issued, issued and will be fully paid, non-assessable paid and nonassessable and free and clear of all liens and encumbrances or and restrictions on transfer except those imposed by applicable other than as set forth in this Agreement; provided, however, that the Shares may be subject to restrictions on transfer under state and/or federal securities laws, this Agreement and the Lock-Up Agreement.

Validity of Shares. The Shares, when issued and delivered in accordance compliance with the terms provisions of this Agreement, will be duly and validly authorized and issued, fully paidpaid and nonassessable, non-assessable and will be free and clear of all any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders; provided, however, that the Shares will be subject to restrictions on transfer except those imposed by applicable under state or federal securities laws, this Agreement and . The issuance of the Lock-Up AgreementShares is not subject to any preemptive rights or rights of first refusal.

Validity of Shares. The Shares, Shares when issued and delivered in accordance with by Purchaser pursuant to the terms of this Agreement, will be duly and authorized, validly authorized and issued, fully paid, paid and non-assessable assessable, will be issued in compliance with applicable federal and state securities laws and will be free and clear of all liens, encumbrances or restrictions on transfer except those imposed by applicable securities laws, this Agreement and the Lock-Up Agreementadverse claims.

Validity of Shares. The SharesShares will, when issued and delivered in accordance with the terms of this Agreementissued, will be duly and authorized, validly authorized and issued, fully paid, non-assessable paid and nonassessable and free of liens and clear of all encumbrances or encumbrances, except for applicable securities laws restrictions on transfer except transfer, including those imposed by Regulation D of Section 4(2) of the 1933 Act and Rule 144 promulgated thereunder, and under applicable state securities laws, this Agreement and the Lock-Up Agreement.

Validity of Shares. The Shares, when issued issued, sold and delivered in accordance with the terms of and for the consideration expressed in this Agreement, will be duly and validly authorized and issuedissued and fully paid and non- assessable, fully paidprovided, non-assessable and free and clear of all encumbrances or however, that such Shares shall be subject to restrictions on transfer except those imposed by applicable under state and/or federal securities laws, this Agreement and the Lock-Up Agreement.

Validity of Shares. The Shares, when issued issued, sold and delivered in accordance compliance with the terms provisions of this Agreement, will be duly and validly authorized and issued, fully paidpaid and nonassessable, non-assessable and will be free and clear of all encumbrances any liens or encumbrances; provided, however, that the Shares may be subject to restrictions on transfer except those imposed under state and/or federal securities laws as set forth herein or as otherwise required by applicable securities laws, this Agreement and such laws at the Lock-Up Agreementtime a transfer is proposed.

Validity of Shares. The Shares, when issued issued, sold and delivered in ------------------ accordance with the terms of and for the consideration expressed in this Agreement, will shall be duly and validly authorized issued (including, without limitation, issued in compliance with applicable federal and issuedstate securities laws), fully paid, fully-paid and non-assessable assessable, and free from any liens or encumbrances other than those accepted or imposed by the holders thereof, and clear of all encumbrances or the applicable state and federal securities laws restrictions on transfer except those imposed by applicable securities laws, this Agreement and the Lock-Up Agreementto which such Shares are subject.

Validity of Shares. The Shares, when issued issued, sold and delivered ------------------ in accordance with the terms of and for the consideration expressed in this Agreement, will be duly and validly authorized and issuedissued (including, without limitation, issued in compliance with applicable federal and state securities laws) and fully paid, paid and non-assessable and free and clear of all encumbrances or assessable; provided, however, that such Shares shall be subject to restrictions on transfer except those imposed by applicable under state and/or federal securities laws. The Shares are not subject to any preemptive rights or rights of first refusal, this Agreement and except as otherwise specifically agreed to by the Lock-Up Agreementholders thereof.