Fully Paid and Non-Assessable. Any Series A Conversion Unit(s) delivered pursuant to this Section 5.14 shall be validly issued, fully paid and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act), free and clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereof.
Fully Paid and Non-Assessable. All Shares which may be issued upon exercise of the Redemption Rights shall be duly and validly issued and fully paid and non-assessable.
Fully Paid and Non-Assessable. Any Series A Conversion Unit(s) delivered pursuant to this Section 5.12 shall be validly issued, fully paid and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act), free and clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereof. The Partnership shall keep authorized and unissued and free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Series A Preferred Units into Series A Conversion Units to the extent provided in, and in accordance with, this Section 5.12.
Fully Paid and Non-Assessable. Any Series A Conversion Unit(s) delivered pursuant to Section 5.11(c)(vii) shall be validly issued, fully paid and non-assessable (except as such non-assessability may be affected by the Xxxxxxxx Islands Act), free and clear of any liens, claims, rights or encumbrances other than those arising under the Xxxxxxxx Islands Act or this Agreement or created by the holders thereof.
Fully Paid and Non-Assessable. Any Exchangeable Preferred Unit(s) delivered pursuant to this Section 4.09 shall be validly issued, fully paid and non-assessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act), free and clear of any Encumbrances other than those arising under the Act or this Agreement or created by the holders thereof.
Fully Paid and Non-Assessable. Upon issuance of the Purchased Preferred Stock and payment therefor pursuant to the terms hereof, each share of Purchased Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable and free and clear of any and all Liens (other than those created by the Purchaser on such Purchased Preferred Stock), and is not subject to any preemptive right, right of first refusal created by the Company, redemption right or similar right that has not been waived on or prior to the date of Closing, and upon conversion of the Purchased Preferred Stock, each share of Common Stock issued upon such conversion shall have been duly authorized and reserved for issuance and will be validly issued, fully paid and non-assessable and free and clear of any and all Liens (other than those created by the Purchaser on such Purchased Preferred Stock), and will not be subject to any preemptive right, right of first refusal granted by the Company, redemption right or similar right that has not been waived on or prior to the date thereof.
Fully Paid and Non-Assessable. The Company covenants that all Warrant Stock shall, upon issuance and the payment of the applicable Purchase Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable.
Fully Paid and Non-Assessable. Any Series B Conversion Unit(s) delivered pursuant to this Supplemental Terms Annex shall be validly issued, fully paid and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Act), and shall be free and clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act, the Partnership Agreement or this Supplemental Terms Annex or created by the holders thereof.
Fully Paid and Non-Assessable. Any Class A Conversion Unit(s) delivered pursuant to this Section 5.12 shall be (1) newly issued and (2) duly authorized, validly issued, fully paid and non-assessable Limited Partner Interests, except as such non-assessability may be affected by Section 17-607 or 17-804 of the Delaware Act, and shall be free from preemptive rights and free of any lien, claim, rights or encumbrances, other than those arising under the Delaware Act or this Agreement, and if the Common Units – Class A are then listed or quoted on the New York Stock Exchange or any other National Securities Exchange or other market, the Partnership shall list or cause to have quoted and keep listed and quoted the Common Units – Class A issuable upon conversion of the Class A Preferred Units to the extent permitted or required by the rules of such exchange or market.
Fully Paid and Non-Assessable. Any Series A Conversion Units delivered pursuant to this Section 5.12 shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware Act).
