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.
Appears in 3 contracts
Samples: Stock Purchase and Registration Rights Agreement (Metropolitan Venture Partners Ii Lp), Stock Purchase and Registration Rights Agreement (Direct Insite Corp), Stock Purchase and Registration Rights Agreement (Direct Insite Corp)
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.
Appears in 2 contracts
Samples: Stock Purchase and Registration Rights Agreement (Metropolitan Venture Partners Ii Lp), Stock Purchase and Registration Rights Agreement (Direct Insite Corp)
