Due Authorization; Valid Issuance. The Incentive Shares are duly authorized and, when issued and delivered in accordance with the terms hereof, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, and (ii) assuming the accuracy of Satellite’s representations in this Agreement, will be issued and delivered in compliance with all applicable Federal and state securities laws.
Appears in 2 contracts
Samples: Conversion and Modification Agreement (Microvision Inc), Conversion Agreement (Microvision Inc)
Due Authorization; Valid Issuance. The Incentive Purchased Shares are duly authorized and reserved for issuance and, when issued and delivered in accordance with the terms hereofof this Agreement, (i) will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of any Liens imposed by or through the Company, and (ii) assuming Company other than restrictions on transfer provided for in the accuracy of Satellite’s representations in this Agreement, will be issued and delivered in compliance with all applicable Federal and state securities lawsTransaction Documents.
Appears in 2 contracts
Samples: Stock Subscription Agreement (OEP CHME Holdings, LLC), Stock Subscription Agreement (China Medicine Corp)
Due Authorization; Valid Issuance. The Incentive Shares are duly authorized and, when issued issued, sold and delivered in accordance with the terms hereof, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Companynon-assessable, and (ii) assuming based in part upon the accuracy representations of Satellite’s representations each Purchaser in this Agreement, will be issued issued, sold and delivered in compliance with all applicable Federal and state securities laws.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Harbin Electric, Inc), Common Stock Purchase Agreement (Harbin Electric, Inc)
Due Authorization; Valid Issuance. The Incentive Shares are duly authorized and, when issued issued, sold and delivered in accordance compliance with the terms hereofof this Agreement, (i) will shall be duly and validly issued, fully paid and nonassessable, free and clear of any Liens liens imposed by or through the Company, and (ii) assuming . Assuming the accuracy of Satelliteeach Investor’s representations in contained herein, the issuance and sale of the Shares under this Agreement, will Agreement shall be issued and delivered effected in compliance with all applicable Federal federal and state securities laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ener1 Inc)
Due Authorization; Valid Issuance. The Incentive Shares are duly authorized and reserved for issuance and, when issued and delivered in accordance with the terms hereofof this Agreement, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, and (ii) assuming Company other than restrictions on transfer provided for in the accuracy of Satellite’s representations in this Agreement, will be issued and delivered in compliance with all applicable Federal and state securities lawsTransaction Documents.
Appears in 1 contract