Common use of Valid Issuance of Preferred and Common Stock Clause in Contracts

Valid Issuance of Preferred and Common Stock. The Series B Preferred Stock that is being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer, other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer, other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B C -------------------------------------------- Preferred Stock that is being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer, other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B C Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer, other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B C -------------------------------------------- Preferred Stock that is being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer, other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B C Preferred Stock being purchased under this Agreement hereunder has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer, other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B Preferred Stock that is being purchased by the Investors hereunder, when issued, sold sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement, the Amended and Restated Investors' Rights Agreement, Agreement and the Stockholders' Amended and Restated Right of First Refusal and Co-Sale Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all liens and other encumbrances nonassessable and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws.this

Valid Issuance of Preferred and Common Stock. The Series B D -------------------------------------------- Preferred Stock that is being purchased by the Investors Purchasers hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement, the Investors' Investor Rights Agreement, the Stockholders' Co-Sale Agreement and the Voting Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B D Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated CertificateArticles, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all liens and other encumbrances nonassessable and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement, the Investors' Investor Rights Agreement, the Stockholders' Co-Sale Agreement and the Voting Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B Preferred Stock that is being purchased by the Investors each Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed hereinherein (consisting either of cash or cancellation of indebtedness), will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement, Agreement and the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws. Notwithstanding the preceding sentence, until such time as the full purchase price set forth in Section 1.2 has been delivered by the Investors to the Company, the shares of the Series B Preferred Stock shall be partly paid shares and shall be subject to the provisions of Section 156 of the Delaware General Corporation Law. The Common Stock issuable upon conversion of the Series B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement, Agreement and the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The shares of Series B A Preferred Stock that is are being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer, transfer directly or indirectly created by the Company other than restrictions on transfer under this Agreement, the Investors' Investor Rights Agreement, the Stockholders' Right of First Refusal Agreement and the Co-Sale Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated CertificateDesignation, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all liens and other encumbrances nonassessable and will be free of restrictions on transfer, transfer directly or indirectly created by the Company other than restrictions on transfer under this Agreement, the Investors' Investor Rights Agreement, the Stockholders' Right of First Refusal Agreement and the Co-Sale Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B Preferred Stock that is being purchased by the Investors hereunder, hereunder when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, will be free and clear of all liens and other encumbrances any liens, claims, charges or encumbrances, and will be free of any restrictions on transfer, other than restrictions on transfer under this Agreement, Agreement and the Investors' Rights Agreement, the Stockholders' Agreement other Transaction Agreements and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B Preferred Stock and exercise of the Warrants purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated CertificateCertificate and each Warrant, as applicable, will be duly and validly issued, fully paid and nonassessable, will be free and clear of all liens and other encumbrances any liens, claims, charges or encumbrances, and will be free of any restrictions on transfer, other than restrictions on transfer under this Agreement, Agreement and the Investors' Rights Agreement, the Stockholders' Agreement Transaction Agreements and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B C Preferred -------------------------------------------- Stock that is being purchased by the Investors each Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed hereinherein (consisting either of cash or cancellation of indebtedness), will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement, Agreement and the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B C Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Amended Certificate, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement, Agreement and the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws.