Issuance and Transfer of Securities. The Company represents and warrants that the Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in the Contribution Agreement and the SAFEs, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements (as defined in the Contribution Agreement), applicable state and federal securities laws and liens or encumbrances created by or imposed by Uber. Uber acknowledges and agrees that the Securities are subject to any limitation or restriction on transfer created by applicable securities laws. Postmates shall not assign, encumber or dispose of any interest in the Securities except to the extent permitted by, and in compliance with, applicable securities laws. Postmates and the Company acknowledge and agree that the Securities will not be subject to the transfer restrictions set forth in Section 8.9 of the Company’s Bylaws. The Company covenants and agrees not to amend its Bylaws in a manner which would restrict in any way Postmates or its Affiliates from transferring the Securities, except any restrictions related to compliance with the provisions of applicable securities laws, and the Company hereby waives any such restriction or purported restriction, whether in effect now or in the future.
Issuance and Transfer of Securities. The Paradise Shares and the Paradise Warrants are duly authorized and, upon issuance and transfer and/or delivery in accordance with the terms hereof, the Paradise Shares and the Paradise Warrants shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issue thereof, and shall not be subject to preemptive rights or other similar rights of stockholders of the Company and (iii) entitled to the rights and preferences set forth thereon, respectively. Not less than 100% of the number of shares of Common Stock have been duly authorized and reserved for issuance upon exercise of the Paradise Warrants. Upon exercise in accordance with the Paradise Warrants, the Warrant Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.
Issuance and Transfer of Securities. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I hereto at a price per share of $5.3865 (the “Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and may be purchased only for the purpose of covering over-allotments made in connection with the sale of the Underwritten Shares. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unles...
Issuance and Transfer of Securities. The Company shall not issue any membership interest or other securities except in accordance with the provisions of Chapter 463 of the Nevada Revised Statutes and the regulations of the Nevada Gaming Commission promulgated thereunder, as amended from time to time (collectively, the “Nevada Gaming Control Act”). The issuance of any membership interest or other securities in violation thereof shall be ineffective and such membership interest or other securities shall be deemed not to be issued and outstanding until (i) the Company shall cease to be subject to the jurisdiction of the Nevada Gaming Commission, or (ii) the Nevada Gaming Commission shall, by affirmative action, validate said issuance or waive any defect in said issuance. No membership interest or other securities issued by the Company and no interest, claim or charge therein or thereto shall be transferred in any manner whatsoever except in accordance with the provisions of the Nevada Gaming Control Act. Any transfer in violation thereof shall be ineffective until (i) the Company shall cease to be subject to the jurisdiction of the Nevada Gaming Commission, or (ii) the Nevada Gaming Commission shall, by affirmative action, validate said transfer or waive any defect in said transfer. If the Nevada Gaming Commission at any time determines that a holder of Membership Interests or other securities of the Company is unsuitable to hold such Membership Interests or securities, then until such Membership Interests or securities are owned by Persons found by the Nevada Gaming Commission to be suitable to own them (a) the Company shall not be required or permitted to pay any distribution, dividend or interest with regard to these Membership Interests or securities, (b) the holder of such Membership Interests or securities shall not be entitled to vote on any matter as the holder of such Membership Interests or securities, and such Membership Interests or securities shall not for any purposes be included in the Membership Interests or securities of the Company entitled to vote, and (c) the Company shall not pay any remuneration in any form to the holder of the Membership Interests or securities. [OPERATING AGREEMENT OF LAS VEGAS SANDS, LLC]
Issuance and Transfer of Securities. On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions herein and in the Share Lending Agreement, the Company agrees to issue to CSI in exchange for payment of the Loan Fee (as defined in the Share Lending Agreement), and CSI agrees to borrow from the Company, from time to time pursuant to one or more Borrowing Notices, the Securities specified in such Borrowing Notice, and the Underwriter, upon such issuance to CSI agrees to purchase such Securities from CSI.
