Common use of Issuance of Parent Common Stock Clause in Contracts

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the The shares of the Parent Common Stock to be issued pursuant to Section 1.3(b) this Agreement to the holders of the Company Shares will be have been duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) the Merger to the holders of Company Shares hereunder will be duly authorized, validly issued, fully paid and nonassessable and not subject to statutory preemptive rights.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) the Merger to the holders of Company Shares hereunder will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the The shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares Merger, when issued, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not state securities laws subject to preemptive rightsthe truth and accuracy of the representations made by the Company in Section 2.3.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the The shares of Parent Common Stock to be issued by Parent to the shareholders of Company pursuant to Section 1.3(b) this Agreement will, on the issuance and delivery to the holders of Company Shares will such shareholders pursuant to this Agreement, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsnon-assessable.

Issuance of Parent Common Stock. When issued in accordance with the terms Upon issuance of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders 2.1 of Company Shares this Agreement, such shares of Parent Common Stock will be duly authorized, authorized by all necessary corporate action on the part of Parent and will be validly issued, fully paid and nonassessable non-assessable, and will not be subject to preemptive rightsany encumbrance imposed by Parent, other than under applicable securities laws or the Stockholders Agreement.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the The shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares Merger, when issued, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not state securities Laws subject to preemptive rightsthe truth and accuracy of the representations made by the Company and the Founders in Section 2.34.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) the Offer and the Merger to the holders of Company Shares will hereunder shall be duly authorized, validly issued, fully paid and nonassessable and not subject to statutory preemptive rights.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the The shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will this Agreement will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsnon-assessable.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) the Merger to the holders of Company Shares hereunder, including with respect to the Earnout Consideration, will be duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the The shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares Merger, when issued, will be duly authorized, validly issued, fully paid and nonassessable non-assessable. The shares of Parent's Class A Common Stock into which the Parent Common Stock issuable (or reserved for issuance) in connection with the Merger are convertible, have been reserved for issuance and, when issued upon such conversion, will be duly authorized, validly issued, fully paid and not subject to preemptive rightsnon-assessable.

Issuance of Parent Common Stock. When The shares of Parent Common Stock to be issued as part of the Merger Consideration, when issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsnonassessable.

Issuance of Parent Common Stock. When issued The issuance of the Parent Common Stock to Sellers as payment of the Purchase Price has been duly authorized by all necessary corporate action and upon issuance in accordance with the terms of this Agreement, the shares of such Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsnonassessable.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the The shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares Merger, when issued, will be duly authorized, validly issued, fully paid and nonassessable paid, non-assessable and not subject to any preemptive rightsrights and issued in compliance with applicable federal and state securities laws subject to the truth and accuracy of the representations made by the Company in Section 2.3.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the The shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to in connection with the holders of Company Shares Merger have been duly authorized and, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsnonassessable.

Issuance of Parent Common Stock. When issued in accordance with the terms All of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to this Agreement have been duly authorized by Parent, and when issued in accordance with the holders terms of Company Shares will this Agreement, shall be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsissued in compliance with applicable federal and state securities laws.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the The shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders Merger, when issued in compliance with the terms of Company Shares this Agreement, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not subject to preemptive rightsstate securities laws.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the shares of The Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares Stockholder as the Stock Consideration has been duly authorized by Parent and, when issued and delivered by Parent in the manner contemplated by this Agreement, will be duly authorized, validly issued, fully paid and nonassessable non-assessable, free from all Taxes and not subject Liens with respect to preemptive rightsthe issuance thereof.

Issuance of Parent Common Stock. When The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsnon-assessable.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the The shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares Merger, when issued, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not state securities Laws, subject to preemptive rightsthe truth and accuracy of the representations made by the Company in Section 4.2.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the The shares of Parent Common Stock ------------------------------- to be issued pursuant to Section 1.3(b) to the holders of Company Shares Merger, when issued, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not state securities laws subject to preemptive rightsthe truth and accuracy of the responses and representations made by the stockholders of the Company in the stockholder certificates delivered to Parent.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the The shares of Parent Common Stock to be issued pursuant to Section 1.3(bArticle 2 of this Agreement upon consummation of the Merger (the “Share Issuance”) to have been duly authorized and when issued and delivered in accordance with the holders terms of Company Shares this Agreement will have been validly issued and will be duly authorized, validly issued, fully paid and nonassessable non-assessable and the issuance thereof will not be subject to any preemptive rights. The Share Issuance does not require the vote or approval of the stockholders of Parent under the rules of NASDAQ.

Issuance of Parent Common Stock. When issued in accordance with the terms of this Agreement, the The shares of Parent Common Stock to ------------------------------- be issued pursuant to Section 1.3(b) to the holders of Company Shares Merger, when issued, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not state securities laws subject to preemptive rightsthe truth and accuracy of the representations made by the stockholders of the Company in the Stockholder Certificates.