Common use of Buyer Common Stock Clause in Contracts

Buyer Common Stock. The shares of Buyer Common Stock subject to issuance pursuant to Article I of this Agreement have been reserved for issuance and, upon issuance on the terms and conditions specified herein, will be duly authorized, validly issued, fully paid and non-assessable, free and clear of all Liens (other than restrictions on transfer imposed under applicable securities Laws and restrictions on transfer thereof as provided for herein or Liens imposed as a result of any action or inaction of Seller), and not subject to or issued in violation of any applicable federal or state securities laws or any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, Buyer’s Charter Documents or any agreement to which Buyer is a party or is otherwise bound. The shares of Buyer Common Stock subject to issuance pursuant to Article I shall have the rights, powers and preferences set forth in Buyer’s Charter Documents, copies of which have been made available to Seller. Other than the shares of Buyer Common Stock subject to issuance pursuant to Article I of this Agreement and shares reserved for issuance upon the exercise of options or other equity awards pursuant to equity incentive plans of Buyer, there are no shares of Buyer Common Stock reserved for issuance. There are no capital appreciation rights, phantom stock plans, securities with participation rights or features or similar obligations and commitments of Buyer. As of the Closing Date, except for this Agreement and restrictions imposed by applicable Laws, there will be no voting trusts, stockholder agreements, proxies or other rights or agreements in effect with respect to the voting, transfer or dividend rights of the shares of Buyer Common Stock subject to issuance pursuant to Article I of this Agreement.

Buyer Common Stock. The (a) Upon issuance in accordance with this Agreement, and assuming the accuracy of the representations and warranties of the Seller and regarding the Company set forth in Articles 2 and 3 and the performance by the Seller, the Company and the Company Subsidiaries with the covenants contained herein, all shares of Buyer Common Stock subject to issuance pursuant to Article I issued in accordance with the terms of this Agreement have been reserved as Aggregate Share Consideration will be issued in accordance with all applicable securities laws and will be approved for issuance and, upon issuance listing on the terms New York Stock Exchange subject only to official notice of issuance. Upon the Seller’s receipt of such shares, the Seller will acquire good and conditions specified herein, will be duly authorized, validly issued, fully paid and non-assessablevalid title to all of such shares, free and clear of all any Liens (other than transfer restrictions on transfer imposed under applicable securities Laws laws). (b) Buyer and restrictions on transfer thereof as provided for herein the Seller acknowledge and agree that the Buyer Common Stock has not been registered under the Securities Act or Liens imposed as a result the securities laws of any action state and the Buyer Common Stock may be sold or inaction disposed of Seller), only in one or more transactions registered under the Securities Act and not subject to or issued in violation of any applicable federal or state securities laws or any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision as to which an exemption from the registration requirements of the Nevada Revised StatutesSecurities Act and applicable state securities laws is available. No Person has any right to require Buyer to cause the registration of any of the Buyer Common Stock, Buyer’s Charter Documents or any agreement to which Buyer is a party or is otherwise boundexcept as expressly set forth in the Registration Rights Agreement. The shares Seller acknowledges and agrees that it will not make any disposition of the Buyer Common Stock subject to issuance acquired pursuant to Article I this Agreement which will or may involve a violation of the Securities Act, the Exchange Act or of any state securities laws. The certificates representing the Buyer Common Stock shall have contain a legend similar to the rightsfollowing and other legends necessary or appropriate under applicable state securities laws: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, powers AS AMENDED, (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SHARES IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SHARES MAY BE SOLD WITHOUT REGISTRATION UNDER THE ACT AND SUCH LAWS. (c) Buyer and preferences set forth in Buyer’s Charter Documents, copies the Seller acknowledge and agree that it is the intention of which have been made available to Seller. Other than the Seller that the shares of Buyer Common Stock subject to issuance issued pursuant to Article I of this Agreement and shares reserved for issuance upon as the exercise of options Aggregate Share Consideration be issued or other equity awards pursuant subsequently transferred to equity incentive plans of Buyer, there are no shares of Buyer Common Stock reserved for issuance. There are no capital appreciation rights, phantom stock plans, securities with participation rights or features or similar obligations and commitments of Buyer. As the partners of the Closing DateSeller, except for this Agreement and restrictions imposed by Buyer hereby agrees to reasonably cooperate with the Seller to facilitate any such issuance or transfer in a manner consistent with applicable Lawslaw, there will be no voting trusts, stockholder agreements, proxies or other rights or agreements subject in effect with respect all cases to the voting, transfer or dividend rights of the shares of Buyer Common Stock subject such arrangements in connection therewith being reasonably satisfactory to issuance pursuant to Article I of this AgreementBuyer.

Buyer Common Stock. The shares of Buyer Common Stock subject to issuance pursuant to Article I of this Agreement have been reserved for issuance and, upon issuance on the terms and conditions specified herein, will be duly authorized, validly issued, fully paid and non-assessable, free and clear of all Liens (other than restrictions on transfer imposed under applicable securities Laws and restrictions on transfer thereof as provided for herein or Liens imposed as a result of any action or inaction of Seller), and not subject to or issued in violation of any applicable federal or state securities laws or any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision a) Each of the Nevada Revised Statutes, Buyer’s Charter Documents or any agreement to which Buyer is a party or is otherwise bound. The shares of Buyer Common Stock subject to issuance pursuant to Article I shall have the rights, powers Seller and preferences set forth in Buyer’s Charter Documents, copies of which have been made available to Seller. Other than Xxxxxxx acknowledges and understands that the shares of Buyer Common Stock subject to issuance pursuant to Article I that the Seller and Xxxxxxx, as applicable, are acquiring hereunder are unregistered, restricted securities which may not be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of this Agreement by Seller or Xxxxxxx unless such stock is subsequently registered under the Securities Act or unless an exemption from such registration is otherwise available. Each of the Seller and shares reserved for issuance upon the exercise of options or other equity awards pursuant to equity incentive plans of Buyer, there are no Xxxxxxx acknowledges that all certificates representing any shares of Buyer Common Stock reserved for issuance. There are no capital appreciation rights, phantom stock plans, securities with participation rights or features or similar obligations and commitments of Buyer. As of the Closing Date, except for will bear a restrictive legend in a form required by this Agreement and restrictions imposed by applicable Laws, there will be no voting trusts, stockholder agreements, proxies or other rights or agreements in effect with respect Law and hereby consents to the voting, transfer or dividend rights agent for the Buyer’s Common Stock placing a stop-transfer notation on its records to implement the restrictions on transfer described herein. Each of the Seller and Xxxxxxx understands that except as provided herein: (i) the shares of Buyer Common Stock subject to issuance have not been and are not being registered under the Securities Act or any state securities Laws, must be held indefinitely and may not be offered for sale, sold, assigned or Transferred unless (A) subsequently registered thereunder, (B) such assignment or transfer is permitted pursuant to Article I Rule 144 promulgated under the Securities Act or (C) the Seller or Xxxxxxx, as applicable, shall have delivered to the Buyer an opinion of counsel, in a form reasonably acceptable to Buyer, that such shares of Buyer Common Stock proposed to be Transferred may be sold, assigned or transferred pursuant to an exemption from such registration. Each of the Seller and Xxxxxxx is acquiring such shares as principal for its or his own account, for investment purposes only, and not with a view to or for sale in connection with any distribution of the stock or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the stock in a transaction. Neither the Seller nor Xxxxxxx has any direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such securities in violation of the Securities Act or any applicable state securities Law. Each of the Seller and Xxxxxxx agrees that it or he shall not Transfer any shares of Buyer Common Stock received hereunder in violation of Section 6.5 herein and the registration requirements, holding periods and other requirements of the Securities Act or any other applicable Laws. At the time each of the Seller and Xxxxxxx was offered the Buyer Common Stock, each of the Seller and Xxxxxxx was, and at the date of this Agreement, each is: (i) an “accredited investor” as defined in Rule 501 under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.