Buyer Common Shares. The Buyer has reserved for issuance a sufficient number of Common Shares of the Buyer (the "Buyer Common Shares") to satisfy its obligations to issue common shares of the Buyer upon the conversion of the Buyer Notes. The Buyer Common Shares to be issued upon conversion of the Buyer Notes will be validly issued, fully paid and non-assessable shares at the time so issued. There are no preemptive rights with respect to the Buyer Common Shares.
Buyer Common Shares. Buyer has a sufficient number of authorized ------------------- but unissued shares of its Common Stock available for issuance to the Stockholder in accordance with the provisions of this Agreement. The Buyer Common Stock to be issued pursuant to this Agreement will, when so delivered pursuant to the terms of this Agreement, be duly and validly issued, fully paid and nonassessable.
Buyer Common Shares. Upon issuance in accordance with this Agreement, the Buyer Common Stock will be duly authorized, validly issued, fully paid, freely transferable and non-assessable, free and clear of all Liens (other than restrictions on transferability under applicable securities laws and the restrictions expressly set forth in this Agreement).
Buyer Common Shares. (a). The Buyer Common Shares to be issued to the Seller hereunder, when issued, shall be duly authorized and validly issued, fully paid and nonassessable and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any Encumbrance, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Organizational Documents of the Buyer or any Contract to which the Buyer is a party or by which it is bound. Notwithstanding this Section 7.23, if the Buyer gives irrevocable notice that the Agreed Stock Consideration Value equals €0, then this Section 7.23 shall be deemed satisfied.
Buyer Common Shares. Each Buyer Common Share issued and outstanding at and as of the Effective Time shall remain issued and outstanding.
Buyer Common Shares. All Exchange Shares to be issued in connection with the transactions contemplated in this Agreement have been duly authorized by all necessary corporation action on the part of the Buyer and, upon delivery of the Exchange Shares in accordance with this Agreement, the Exchange Shares will be validly issued, fully paid and non-assessable and free and clear of all Liens other than restrictions imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Exchange Shares will be issued in compliance with all applicable federal, state and foreign securities laws.
Buyer Common Shares. Buyer has a sufficient number of authorized but unissued shares of its Common Stock available for issuance to the Eventus Stockholders and the holders of Options to be assumed and converted in the merger, upon exercise of Buyer Options in accordance with the provisions of this Agreement. The Buyer Common Shares to be issued pursuant to this Agreement will, when so delivered (upon the receipt of any exercise price therefore, if applicable), be duly and validly issued, fully paid and nonassessable free from any preemptive or similar rights, and issued in compliance with all applicable federal and state securities laws.
