Buyer Common Stock. The Buyer Common Stock constituting the Buyer Share Consideration to be delivered to the Seller by the Buyer hereunder has been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any Encumbrances except for restrictions under applicable securities laws, and will not be issued in violation of any preemptive rights, rights of first refusal or similar rights.
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Samples: Asset Purchase Agreement (Sonic Solutions/Ca/), Asset Purchase Agreement (Sonic Solutions/Ca/), Asset Purchase Agreement (Roxio Inc)
Buyer Common Stock. The shares of Buyer Common Stock constituting the Buyer Share Consideration to be delivered issued pursuant to the Seller by the Buyer hereunder has this Agreement have been duly and validly authorized and, and when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any Encumbrances except for restrictions under applicable securities laws, all Liens and will not be issued in violation of subject to any preemptive rightsrights created by statute, rights the certificate of first refusal incorporation or similar rightsbylaws of Buyer or any contracts to which Buyer is or shall at such time be a party or by which it is or may at such time be bound.
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Buyer Common Stock. The Buyer Common All of the shares of Stock constituting the Buyer Share Consideration to be delivered to the Seller by the Buyer hereunder has been duly authorized andshall, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, and none of such shares of Buyer Common Stock shall be subject to any preemptive rights, shall be free and clear of any Encumbrances except for restrictions under applicable Encumbrance, other than those imposed by securities laws, Laws and will not be issued in violation to the Seller free of any preemptive rightsEncumbrance, rights of first refusal or similar rightsother than those imposed by securities Laws.
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Buyer Common Stock. The shares of Buyer Common Stock constituting the Buyer Share Consideration to be delivered issued to the Seller by the Buyer hereunder has under this Agreement have been duly authorized and reserved for issuance, and, when issued and delivered in accordance with upon consummation of the terms of transactions contemplated by this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any Encumbrances except all Liens imposed by Buyer other than restrictions on transfer provided for restrictions under in this Agreement or the other Transaction Documents or applicable federal and state securities laws, and will not be issued in violation of any preemptive rights, rights of first refusal or similar rightsLaws.
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Buyer Common Stock. The Buyer Common Stock constituting the Buyer Share Consideration Each Share, if any, to be delivered to the Seller issued as contemplated by the Buyer hereunder this Agreement has been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessablenonassessable, free and clear of any Encumbrances except for restrictions under applicable securities lawsand all liens and encumbrances, and the issuance of the shares of Stock Consideration will not be issued in violation of any persons' preemptive rights, rights of first refusal or similar rightsany applicable law.
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Samples: Asset Purchase Agreement (American Italian Pasta Co)