Common use of Validity of Shares Clause in Contracts

Validity of Shares. The Shares, when issued and delivered in ------------------ compliance with the provisions of this Agreement, will be duly and validly authorized and issued and will be fully paid and nonassessable and free and clear of all liens and encumbrances and restrictions on transfer 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.

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

Validity of Shares. The Shares, when issued issued, sold and delivered in ------------------ compliance with the provisions of this Agreement, will be duly validly issued, fully paid and validly authorized and issued nonassessable, and will be fully paid and nonassessable and free and clear of all any liens and encumbrances and restrictions on transfer other than as set forth in this Agreementor encumbrances; provided, however, that the Shares may be subject to restrictions on transfer under state and/or federal securities lawslaws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

Validity of Shares. The Shares, when issued issued, sold and delivered in ------------------ compliance accordance with the provisions of terms 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 issued and will be fully state securities laws), fully-paid and nonassessable non-assessable, and free from any liens or encumbrances other than those accepted or imposed by the holders thereof, and clear of all liens the applicable state and encumbrances and federal securities laws restrictions on transfer other than as set forth in this Agreement; provided, however, that the to which such Shares may be subject to restrictions on transfer under state and/or federal securities lawsare subject.

Validity of Shares. The SharesShares will, when issued and delivered in ------------------ compliance with the provisions of this Agreementissued, will be duly and authorized, validly authorized and issued and will be issued, fully paid and nonassessable and free and clear of all liens and encumbrances and encumbrances, except for applicable securities laws restrictions on transfer other than as set forth in this Agreement; providedtransfer, howeverincluding those imposed by Regulation D of Section 4(2) of the 1933 Act and Rule 144 promulgated thereunder, that the Shares may be subject to restrictions on transfer and under applicable state and/or federal securities laws.

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

Validity of Shares. The Shares, when issued and delivered in ------------------ compliance with the provisions of this Agreement, will be duly validly issued, fully paid and validly authorized and issued nonassessable, and will be fully paid and nonassessable and free and clear of all any liens and encumbrances and restrictions on transfer or encumbrances, other than as set forth in this Agreementany liens or encumbrances created by or imposed upon the holders; provided, however, that the Shares may will be subject to restrictions on transfer under state and/or or federal securities laws. The issuance of the Shares is not subject to any preemptive rights or rights of first refusal.

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

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