Common use of Exchange Shares Clause in Contracts

Exchange Shares. The Exchange Shares to be issued and delivered to the Members in accordance with this Agreement shall be, upon issuance and delivery of such Exchange Shares, be fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, any Liens incurred by the Members, and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Exchange Shares. The Exchange Shares to be issued and delivered to the Members in accordance with this Agreement shall be, upon issuance and delivery of such Exchange Shares, be fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, any applicable Lock-Up Agreement and any Liens incurred by the Members, and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Exchange Shares. The Exchange Shares to be issued and delivered to the Members Shareholders in accordance with this Agreement shall be, upon issuance and delivery of such Exchange Shares, be fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, any applicable Lock-Up Agreement and any Liens incurred by the MembersShareholders, and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Exchange Shares. The Exchange Shares to be issued and delivered (a) have been duly authorized and, upon their issuance pursuant to the Members Exchange against delivery of the Exchange Notes in accordance with the terms of this Agreement shall beAgreement, upon issuance and delivery of such Exchange Shareswill be validly issued, be fully paid and non-assessableassessable and (b) will not, as of the date of issuance, be subject to any preemptive, participation, rights of first refusal or other similar rights. Upon delivery to the Holder, the Exchange Shares shall be free and clear of all Liens, other than restrictions arising from applicable securities Laws, any Liens incurred created by the Members, and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusalCompany.

Exchange Shares. The All Exchange Shares to be issued and delivered to the Members in accordance with this Agreement ARTICLE I to the Company Member shall be, upon issuance and delivery of such Exchange Shares, be fully paid and non-assessable, free and clear of all Liensliens, other than restrictions arising from applicable securities Laws, any Liens incurred by the Members, laws and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Exchange Shares. The Exchange Shares to be issued and delivered to the Members in accordance with this Agreement shall bewill, upon issuance pursuant to the terms of this Agreement and delivery the Corporation's receipt of such Exchange Sharesthe deliveries set forth in Section 2 hereof, be duly and validly authorized and issued, fully paid and non-assessable, free and clear of all Liensliens, other than restrictions arising from applicable securities Lawsoptions, any Liens incurred by the Members, and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusalrefusal or other encumbrance.