Due Issuance and Authorization of Capital Stock. All of the shares of capital stock of the Company outstanding on the date hereof have been validly issued and are fully paid and non-assessable. On the Closing Date, the sale and delivery of the Purchased Shares, when issued, sold and delivered in accordance with the terms hereof, and the issuance and/or delivery of the Conversion Shares upon conversion of the Purchased Shares in accordance with the terms of the Certificate of Designation (Series C), and the issuance and/or delivery of the Warrants and the Warrant Shares upon exercise of the Warrants in accordance with their terms will be duly authorized, validly issued, fully paid and non-assessable, and free from all taxes and will vest in the holders thereof legal and valid title to such Purchased Shares, Conversion Shares, the Warrants or Warrant Shares, as the case may be, free and clear of any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow, equity or other encumbrance (collectively, “Encumbrances”), and will not be subject to preemptive rights or other similar rights of stockholders of the Company, and the issuance of such shares will not impose personal liability upon the holder thereof. Following the filing of the Charter Amendment with the Secretary of State of the State of Delaware, a sufficient number of authorized shares of Common Stock have been reserved for issuance upon conversion of all of the Purchased Shares and exercise of all of the Warrants.
Due Issuance and Authorization of Capital Stock. All of the outstanding shares of capital stock of the Company and each Subsidiary have been duly authorized, validly issued and are fully paid and non-assessable.
Due Issuance and Authorization of Capital Stock. All of the outstanding shares of capital stock of the Company have been validly issued and are fully paid and nonassessable. No shares of capital stock of the Company are subject to any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow equity or other encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing (collectively, “Encumbrances”) and the sale and delivery of the Securities to the Investor pursuant to the terms hereof will vest in the Investor legal and valid title to such Securities free and clear of all Encumbrances.
Due Issuance and Authorization of Capital Stock. All of the outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and, except as set forth in Schedule 23(b) hereto, are free from preemptive rights.
Due Issuance and Authorization of Capital Stock. All of the outstanding shares of capital stock of the Company have been validly issued and are fully paid and non-assessable. The sale and delivery of the shares of Series B Preferred Stock to the Purchaser, when issued, sold and delivered in accordance with the terms and for the consideration hereof, and the issuance and/or delivery of the Conversion Shares upon conversion of the shares of Series B Preferred Stock will vest in the holders thereof legal and valid title to such Securities, free and clear of any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow, equity or other encumbrance (collectively, “Encumbrances”).
Due Issuance and Authorization of Capital Stock. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of any or all of the stockholders of the Company. The shares of Class A Common Stock to be issued and delivered to the Investor pursuant to the terms hereof will be, upon issuance, duly authorized, validly issued, fully paid and non-assessable, and will not be subject to preemptive rights or other similar rights of any or all stockholders of the Company and will not impose personal liability upon the Investor thereof.
Due Issuance and Authorization of Capital Stock. The issuance and delivery of the Securities to Picasso pursuant to the terms hereof will vest in Picasso good and valid title to such Securities. Upon the issuance and delivery of the Securities to Picasso pursuant to the terms hereof, such Securities will be duly authorized, validly issued, fully paid and non-assessable, free and clear of all Encumbrances other than those caused to exist by Picasso and restrictions imposed under applicable securities Laws.
Due Issuance and Authorization of Capital Stock. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of any or all of the Stockholders. The shares of Common Stock and Warrants to be issued and delivered to the Investor pursuant to the terms hereof have been duly authorized and will be, upon issuance, validly issued, fully paid and non-assessable, and will be free from all taxes, Liens, preemptive rights and charges with respect to the issue thereof. The Underlying Shares to be issued and delivered to the Investor pursuant to the terms of the Warrants have been duly authorized and will be, upon issuance, validly issued, fully paid and non-assessable, and will be free from all taxes, Liens, preemptive rights and charges with respect to the issue thereof. The Company has reserved from its duly authorized capital stock solely for the benefit of the Investor and its Affiliates the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Due Issuance and Authorization of Capital Stock. All of the ----------------------------------------------- outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and nonassessable. Except as disclosed on Schedule 5.2, no shares of capital stock of the ------------ Company are subject to (a) preemptive rights or any other similar rights of the stockholders of the Company or (b) any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow equity or other encumbrance (collectively, "Encumbrances") and the sale and delivery of the Securities to the Purchaser ------------ pursuant to the terms hereof will vest in the Purchaser legal and valid title to the Securities, free and clear of all Encumbrances.
Due Issuance and Authorization of Capital Stock. All of the outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and nonassessable. Except as contemplated in this Agreement, the Original Investment Agreement, the Restated Charter and the Warrants, or as disclosed on Schedule 4.7, no shares of capital stock of the Company are subject to preemptive rights or any other similar rights of any or all of the stockholders of the Company and the issuance and delivery of the Common Stock (or Non-Voting Stock if required by Section 2.3) to the Purchasers pursuant to the terms hereof will be duly authorized, and such shares will be validly issued, fully paid and non-assessable, and will vest in the Purchasers legal and valid title to the Common Stock (or Non-Voting Stock if required by Section 2.3), free and clear of all Encumbrances and will not be subject to preemptive rights or other similar rights of any or all of the stockholders of the Company and will not impose personal liability upon any or all of the Purchasers thereof. The Company will receive at the Closing an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP with respect to the Common Stock (or Non-Voting Stock if required by Section 2.3) to be issued at the Closing substantially similar to the opinion to be received by the Company pursuant to Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the registration statement relating to the Rights Offering.
