Due Authorization; Valid Issuance. The Securities are duly authorized and, when issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free of pre-emptive or similar rights and free and clear of all liens, encumbrances and other restrictions (other than those arising under federal or state securities laws as a result of the private placement contemplated hereby).
Appears in 6 contracts
Samples: Shares Purchase Agreement (Fresh2 Group LTD), Shares Purchase Agreement (Fresh2 Group LTD), Shares Purchase Agreement (Fresh2 Group LTD)
Due Authorization; Valid Issuance. The Securities are duly authorized and, when issued issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free of pre-emptive or similar rights and free and clear of any Liens imposed by or through the Company. Assuming the accuracy of Investor’s representations contained herein, the issuance and sale of the Securities under this Agreement will be effected in compliance with all liens, encumbrances applicable federal and other restrictions (other than those arising under federal or state securities laws as a result of the private placement contemplated hereby)laws.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Integrated Biopharma Inc), Securities Purchase Agreement (Celsius Holdings, Inc.), Securities Purchase Agreement (Integrated Biopharma Inc)
Due Authorization; Valid Issuance. The Securities are duly authorized and, when issued issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free of pre-emptive or similar rights and free and clear of any Liens imposed by or through the Company. Assuming the accuracy of Imperium’s representations contained herein, the issuance and sale of the Securities under this Agreement will be effected in compliance with all liens, encumbrances applicable federal and other restrictions (other than those arising under federal or state securities laws as a result of the private placement contemplated hereby)laws.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Integrated Biopharma Inc), Securities Purchase Agreement (Integrated Biopharma Inc)
Due Authorization; Valid Issuance. The Securities are duly authorized and, when issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free of pre-emptive or similar rights and free and clear of all liens, encumbrances and other restrictions (other than those arising under federal federal, provincial or state securities laws as a result of the private placement contemplated hereby).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Imax Corp), Securities Purchase Agreement (Imax Corp)
Due Authorization; Valid Issuance. The Securities are duly authorized and, when issued issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free of pre-emptive or similar rights and free and clear of any Liens imposed by or through the Company. Assuming the accuracy of each Holder’s representations contained herein, the issuance and sale of the Securities under this Agreement will be effected in compliance with all liens, encumbrances applicable federal and other restrictions (other than those arising under federal or state securities laws as a result of the private placement contemplated hereby)laws.
Appears in 1 contract
Samples: Securities Purchase and Loan Agreement (Echo Therapeutics, Inc.)
