Buyer Shares. The Buyer Shares have been duly authorized, will be, when issued, validly issued, fully paid, nonassessable, and validly existing, free and clear of any Liabilities and other encumbrances and restrictions, except as set forth herein.
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Samples: Asset Purchase Agreement (Rmi Net Inc), Asset Purchase Agreement (Futureone Inc /Nv/)
Buyer Shares. The Buyer Shares have been duly authorizedauthorized and, when issued in accordance with this Agreement, will be, when issued, be validly issued, fully paid, nonassessable, paid and validly existing, nonassessable and will be free and clear of all Encumbrances of any Liabilities kind except for restrictions of transfer imposed under applicable securities laws, the Right of First Refusal and other encumbrances Co-Sale Agreement and restrictions, except as set forth hereinthe Voting Agreement.
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Samples: Merger Agreement (Groupon, Inc.)
Buyer Shares. The Buyer Shares have been duly authorized, will be, when issued, (A) duly authorized, validly issued, fully paid, nonassessable, paid and validly existing, nonassessable and not subject to preemptive rights and (B) free and clear of any Liabilities liens, claims, encumbrances, security interests, options, charges and restrictions of any kind, other encumbrances and restrictions, except as set forth hereinthan those arising from acts of Seller or its affiliates.
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Samples: Stock Purchase Agreement (S a Louis Dreyfus Et Cie Et Al)
Buyer Shares. The All of the Buyer Shares have been duly authorizedauthorized and, when issued in connection with the transactions contemplated herein, will be, when issued, be validly issued, fully paid, nonassessable, paid and validly existing, free and clear of any Liabilities and other encumbrances and restrictions, except as set forth hereinnon-assessable.
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