Common use of Consideration Shares Clause in Contracts

Consideration Shares. (a) As of the date hereof and at the Closing Time, the issuance of the Consideration Shares will not be subject to any pre-emptive rights of any shareholder of the Purchaser, and all corporate action required to be taken by the Purchaser for the authorization, issuance, sale and delivery of the Consideration Shares will have been validly taken; (b) The Consideration Shares, when issued to the Vendors pursuant to this Agreement, shall be duly issued and outstanding as fully paid and non-assessable securities of the Purchaser; (c) The Consideration Shares shall be issued as free and clear of any Encumbrances or rights of third parties, voting trusts, unanimous or other shareholder agreement, proxies and other interest, claims or demands of every kind or nature whatsoever; (d) The issue of the Consideration Shares to the Vendors will be exempt from the prospectus requirements and dealer registration requirements of the applicable securities laws; and (e) At or prior to the Closing Date, the Purchaser will have obtained conditional approval for the listing of the Consideration Shares on the TSXV.