Authorization for Common Stock. The Share Consideration will, when ------------------------------ issued, be duly authorized, validly issued, fully paid and nonassessable, and no stockholder of Xxxxxx will have any preemptive right or similar rights of subscription or purchase in respect thereof. The Share Consideration will, subject to the accuracy of the Stockholders' representations contained in Section 5.3 hereof, be exempt from registration under the Securities Act and will be registered or exempt from registration under all applicable state securities laws.
Appears in 1 contract
Authorization for Common Stock. The Share Consideration will, when ------------------------------ issued, be duly authorized, validly issued, fully paid and nonassessable, and no stockholder of Xxxxxx will have any preemptive right or similar rights of subscription or purchase in respect thereof. The Share Consideration will, subject to the accuracy of the Stockholders' representations contained in Section 5.3 hereofthe applicable Agreement and Consent or Investment Representation Letter, be exempt from registration under the Securities Act and will be registered or exempt from registration under all applicable state securities laws.
Appears in 1 contract
Authorization for Common Stock. The Share Consideration will, when ------------------------------ issued, be duly authorized, validly issued, fully paid and nonassessable, and no stockholder of Xxxxxx APF will have any preemptive right or similar rights of subscription or purchase in respect thereof. The Share Consideration will, subject to the accuracy of the Principal Stockholders' representations contained in Section 5.3 hereof, be exempt from registration under the Securities Act and will be registered or exempt from registration under all applicable state securities laws.
Appears in 1 contract
Samples: Merger Agreement (CNL American Properties Fund Inc)
Authorization for Common Stock. The Share Consideration will, when ------------------------------ issued, be duly authorized, validly issued, fully paid and nonassessable, and no stockholder of Xxxxxx APF will have any preemptive right or similar rights of subscription or purchase in respect thereof. The Share Consideration will, subject to the accuracy of the Stockholders' representations contained in Section 5.3 hereof, be exempt from registration under the Securities Act and will be registered or exempt from registration under all applicable state securities laws.
Appears in 1 contract
Samples: Merger Agreement (CNL American Properties Fund Inc)