Issuance of Acquirer Stock Clause Samples

Issuance of Acquirer Stock. The shares of Acquirer Stock issuable in the Share Purchase, when issued by Acquirer in accordance with this Agreement will be duly authorized, validly issued, fully paid and non-assessable and, assuming the accuracy of the representations and warranties contained in Section 3.4, issued in accordance with the registration or qualification provisions of the Securities Act, and any relevant state securities laws, or pursuant to valid exemptions therefrom. Such shares of Acquirer Stock, when delivered at the Closing pursuant to Section 1.3(c), will be delivered free and clear of all Encumbrances (other than Encumbrances arising under applicable securities Laws and Encumbrances under the Organizational Documents of Acquirer and under the other Transaction Documents to which the Shareholders are party).