Common use of Issuance of Common Shares Clause in Contracts

Issuance of Common Shares. The Common Shares have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid, and non-assessable, free from all taxes, liens, claims, encumbrances, and charges with respect to the issuance thereof, will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will not impose personal liability on the holders thereof.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Internet America Inc), Securities Purchase Agreement (Mihaylo Steven G), Securities Purchase Agreement (Internet America Inc)

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Issuance of Common Shares. The Common Shares have been duly authorized andShares, upon issuance in accordance with the terms of this Agreementwhen issued, will be validly issued, fully paid, paid and non-assessable, nonassessable and free from all preemptive or similar rights, taxes, liens, claims, encumbrances, charges and charges other encumbrances with respect to the issuance issue thereof, will not be subject with the holders being entitled to preemptive all rights or other similar rights accorded to a holder of stockholders Common Stock. Subject to the accuracy of the Companyrepresentations and warranties of the Buyers in this Agreement, the offer and will not impose personal liability on issuance by the holders thereofCompany of the Common Shares is exempt from registration under the 1933 Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Aradigm Corp), Securities Purchase Agreement (Aradigm Corp)

Issuance of Common Shares. The Common Shares have been are duly authorized and, upon issuance in accordance with the terms of this Agreementhereof, will shall be validly issued, fully paid, issued and non-assessable, free from all taxes, liens, claims, encumbrances, liens and charges with respect to the issue thereof and shall be fully paid and nonassessable with the holder being entitled to all rights accorded to a holder of Common Stock. The issuance thereof, will not be subject to preemptive rights or other similar rights of stockholders by the Company of the Company, and will not impose personal liability on Common Shares is exempt from registration under the holders thereof1933 Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Jmar Technologies Inc), Securities Purchase Agreement (Jmar Technologies Inc)

Issuance of Common Shares. The Common Shares have been are duly authorized and, upon issuance in accordance with the terms of this Agreementhereof, will shall be validly issued, fully paid, issued and non-assessable, free from all taxes, liens, claims, encumbrances, liens and charges with respect to the issue thereof and the Common Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Common Stock. The offer and issuance thereof, will not be subject to preemptive rights or other similar rights of stockholders by the Company of the Company, and will not impose personal liability on Common Shares is exempt from registration under the holders thereof1933 Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Orient Paper Inc.), Securities Purchase Agreement (Orient Paper Inc.)

Issuance of Common Shares. The Common Shares have been are duly authorized and, upon issuance in accordance with the terms hereof, shall be free from all taxes, liens and charges with respect to the issue thereof. Upon issuance in accordance with the terms of this Agreement, the Common Shares will be validly issued, fully paid, paid and non-assessable, nonassessable and free from all taxes, liens, claims, encumbrances, liens and charges with respect to the issuance issue thereof, will not be subject with the holders being entitled to preemptive all rights or other similar rights accorded to a holder of stockholders Common Stock. The issuance by the Company of the Company, and will not impose personal liability on Common Shares is exempt from registration under the holders thereof1933 Act.

Appears in 2 contracts

Samples: Redemption and Exchange Agreement (8x8 Inc /De/), Redemption and Exchange Agreement (8x8 Inc /De/)

Issuance of Common Shares. The Common Shares have been are duly authorized and, upon issuance in accordance with the terms of this Agreementhereof, shall be duly issued and fully paid (nonassessable), and will be validly issued, fully paid, free and non-assessable, free from clear of all taxes, liens, claims, encumbrances, liens and charges with respect to the issuance thereof, will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will not impose personal liability on the holders issue thereof.

Appears in 1 contract

Samples: Subscription Agreement (Veg House Holdings Inc.)

Issuance of Common Shares. The Common Shares have been are duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid, paid and non-assessable, free from all taxes, liens, claims, encumbrances, encumbrances and charges with respect to the issuance issue thereof, will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will not impose personal liability on the holders thereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sonus Pharmaceuticals Inc)

Issuance of Common Shares. The Common Shares have been duly authorized andShares, upon issuance in accordance with the terms of this Agreementwhen issued, will be validly issued, fully paid, paid and non-assessable, nonassessable and free from all taxes, liens, claims, encumbrances, and charges Encumbrances with respect to the issuance thereof, will not be subject issue thereof (except for Encumbrances set forth in this Agreement and the Amended Stockholders’ Agreement and Encumbrances imposed by the Buyer). Subject to preemptive rights or other similar rights of stockholders the accuracy of the Companyrepresentations and warranties of the Buyer in this Agreement, the offer and will not impose personal liability on issuance by the holders thereofCompany of the Common Shares is exempt from registration under the 1933 Act.

Appears in 1 contract

Samples: Stock Purchase Agreement (Professional Diversity Network, Inc.)

Issuance of Common Shares. The Common Shares have been duly authorized andShares, upon issuance in accordance with the terms of this Agreementwhen issued, will be validly issued, fully paid, paid and non-assessable, nonassessable and free from all taxes, liens, claims, encumbrances, and charges Encumbrances with respect to the issuance thereof, will not be subject issue thereof (except for Encumbrances set forth in this Agreement or any other Transaction Document and Encumbrances imposed by the Buyer). Subject to preemptive rights or other similar rights of stockholders the accuracy of the Companyrepresentations and warranties of the Buyer in this Agreement, the offer and will not impose personal liability on issuance by the holders thereofCompany of the Common Shares is exempt from registration under the 1933 Act.

Appears in 1 contract

Samples: Stock Purchase Agreement (Professional Diversity Network, Inc.)

Issuance of Common Shares. The Common Shares have been duly authorized and, upon issuance when sold and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid, paid and non-assessable, free from and the holders of such Common Shares shall be entitled to all taxes, liens, claims, encumbrances, rights and charges with respect preferences accorded to a holder of Common Stock. Subject to the issuance thereofprovisions of SCHEDULE 2.1(d), will not be subject to preemptive rights or other similar rights the outstanding shares of stockholders of the Company, and will not impose personal liability Common Stock are currently listed on the holders thereofNasdaq Small-Cap Market (the "Approved Market").

Appears in 1 contract

Samples: Subscription Agreement (Globalnet Inc)

Issuance of Common Shares. The Common Shares have been are duly authorized and, upon issuance in accordance with the terms of this Agreementhereof, will shall be (i) validly issued, fully paid, paid and non-assessable, assessable and (ii) free from all taxes, liens, claims, encumbrances, liens and charges with respect to the issuance issue thereof, . The Buyer will not be subject to personal liability by reason of being a holder of the Common Shares, and none of the Common Shares are subject to the preemptive rights or other similar rights of stockholders any shareholder of the Company, and will not impose personal liability on the holders thereof.

Appears in 1 contract

Samples: Form of Stock Purchase Agreement (Auction Anything Com Inc)

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Issuance of Common Shares. The issuance, sale and delivery of the Common Shares in accordance with this Agreement have been duly authorized andby all necessary corporate action on the part of the Company. The Common Shares, upon issuance when so issued, sold and delivered against payment therefor in accordance with the terms of this Agreementprovisions hereof, will be duly and validly issued, fully paid, paid and non-assessablenonassessable, free from all taxes, liens, claims, encumbrances, and charges with respect to the issuance thereof, will not be subject to of preemptive rights or other similar rights of stockholders of the Company, and will not impose personal liability on the holders thereofrights.

Appears in 1 contract

Samples: Orthometrix Inc

Issuance of Common Shares. (i) The Common Shares have been are duly authorized and, upon issuance in accordance with the terms of this Agreementhereof, will shall be validly issued, fully paid, issued and non-assessable, free from all taxes, liens, claims, encumbrances, liens and charges with respect to the issue thereof and shall be fully paid and nonassessable with the holder being entitled to all rights accorded to a holder of Common Stock. The issuance thereof, will not be subject to preemptive rights or other similar rights of stockholders by the Company of the Company, and will not impose personal liability on Common Shares is exempt from registration under the holders thereof1933 Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (National Investment Managers Inc.)

Issuance of Common Shares. The Common Shares have been are duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid, paid and non-assessable, free from all taxes, liens, claims, encumbrances, encumbrances and charges with respect to the issuance issue thereof, and will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will not impose personal liability on the holders thereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aksys LTD)

Issuance of Common Shares. The Common Shares have been are duly authorized and, upon issuance in accordance with the terms of this Agreementthe Transaction Documents, will shall be validly issued, fully paid, issued and non-assessable, free from all preemptive or similar rights, taxes, liens, claims, encumbrances, liens and charges with respect to the issuance thereof, will not and the Common Shares shall be subject fully paid and nonassessable with the holders being entitled to preemptive all rights or other similar rights accorded to a holder of stockholders Common Stock. The offer and issuance by the Bank of the Company, and will not impose personal liability on Common Shares is exempt from registration under the holders thereof1933 Act.

Appears in 1 contract

Samples: Stock Purchase Agreement (STATE BANK FINANCIAL Corp)

Issuance of Common Shares. The Common Shares have been are duly authorized and, upon issuance when issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, paid and non-assessablenonassessable, free from and clear of all taxes, liens, claims, liens or encumbrances, and charges with respect to the issuance thereof, will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will not impose personal liability on the holders thereofbe issued in violation of, or subject to, any preemptive or similar rights of any Person.

Appears in 1 contract

Samples: Exchange and Termination Agreement (Windtree Therapeutics Inc /De/)

Issuance of Common Shares. The Common Shares have been are duly authorized and, upon issuance in accordance with the terms of this Agreementhereof, will shall be validly issued, fully paid, paid and non-assessable, nonassessable and free from all taxes, liens, claims, encumbrances, liens and charges with respect to the issuance issue thereof, will not be subject with the holders being entitled to preemptive all rights or other similar rights accorded to a holder of stockholders Common Stock. The issuance by the Company of the Company, Common Shares is exempt from registration under the Securities Act pursuant to Section 3(a)(9) of the Securities Act and will not impose personal liability on the holders thereof.pursuant to similar provisions under applicable state securities laws. e.

Appears in 1 contract

Samples: Exchange and Amendment Agreement (Lifestream Technologies Inc)

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