ELC Common Stock. The Shares of Common Stock to be issued to the Stockholder pursuant to the Merger are duly authorized and, when issued to the Stockholder pursuant to consummation of the Merger and the terms of this Agreement, will be validly issued, fully paid and nonassessable and free of all liens, encumbrances and restrictions imposed by law (other than restrictions upon transfer imposed generally by applicable securities laws) and subject to no preemptive rights, co-sale rights, rights of first refusal or similar rights in favor of other persons or entities which have not been waived. Assuming the accuracy of the representations of Pxxxx and the Stockholder in this Agreement and any investor questionnaire to be delivered to ELC by the Stockholder, neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions is an event which, of itself or with the giving of notice or the passage of time or both, constitutes a violation of or will conflict with or result in a breach of or default under the terms, conditions or provisions of any judgment, law or regulation to which ELC is subject, or ELC’s Certificate of Incorporation or By-laws, or any contract, agreement or instrument to which ELC is a party or by which it is bound and upon consummation of the Merger in accordance herewith, the ELC Common Stock issuable to the Stockholder hereunder will be issued in compliance with all applicable federal and state securities laws. The registration rights granted to the Stockholder pursuant to this Agreement do not conflict with and will not cause a breach of any existing registration rights agreement or other agreement to which ELC is a party.
ELC Common Stock. The Common Stock to be issued to the Shareholders pursuant to the Merger are duly authorized and, when issued to the Shareholders pursuant to the Merger and the terms of this Agreement, will be validly issued, fully paid and nonassessable and free of all liens, encumbrances and restrictions imposed by law (other than restrictions upon transfer imposed generally by applicable securities laws) and subject to no preemptive rights, co-sale rights, rights of first refusal or similar rights in favor of other persons or entities which have not been waived. Assuming the accuracy of the representations of each of the Shareholders in the investor questionnaires to be delivered to ELC pursuant to Section 2.2(k), the ELC Common Stock issuable to the Shareholders hereunder will be issued in compliance with all applicable federal and state securities laws. The registration rights granted to the Shareholders pursuant to this Agreement do not conflict with and will not cause a breach of any existing registration rights agreement or other agreement to which ELC is a party. ELC currently qualifies to register shares on Form S-3 under the Securities Act and will use its reasonable best efforts to continue to satisfy the eligibility requirements for the registration of shares on Form S-3 under the Securities Act during the 90-day period after the date of this Agreement.
