Issuance of Exchange Securities. The issuance of the Exchange Securities is duly authorized and, upon issuance in accordance with the terms hereof, the shares of common stock of the Company (the “Underlying Shares”) issuable upon conversion of the Exchange Securities shall be validly issued, fully paid and non-assessable shares of the Common Stock of the Company. Assuming the truth and accuracy of each of the representations and warranties of the Holder contained in Section 3 of this Agreement, the issuance by the Company of the Exchange Securities is exempt from registration under the Securities Act.
Issuance of Exchange Securities. The issuance of the Exchange Securities is duly authorized and, upon issuance in accordance with the terms hereof, the Exchange Securities shall be validly issued, fully paid and non-assessable. The shares of Common Stock issued upon conversion of the Exchange Securities, when issued and delivered in accordance with the terms of the Exchange Securities, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. The shares of Common Stock issued upon exercise of the Exchange Securities, when issued and delivered in accordance with the terms of the Exchange Securities for the consideration expressed therein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Exchange Securities equal to the Required Minimum on the date hereof. “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon exercise in full of all Exchange Securities or conversion in full of all Exchange Securities (including shares of Common Stock issuable as payment of interest on the Exchange Securities), ignoring any conversion or exercise limits set forth therein.
Issuance of Exchange Securities. The issuance of the Exchange Securities is duly authorized. Upon issuance in accordance with the terms of the Exchange Documents, the Preferred Shares and the Warrants shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances with respect to the issue thereof. Upon issuance in accordance with the terms of the Exchange Documents, the Common Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance in accordance with the Exchange Securities, the Underlying Securities will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof (other than those that may be imposed by applicable securities laws), with the holders being entitled to all rights accorded to a holder of Common Stock.
Issuance of Exchange Securities. The issuance of the Exchange Securities is duly authorized and, upon issuance in accordance with the terms hereof, the Exchange Securities shall be validly issued, fully paid and non-assessable shares
Issuance of Exchange Securities. Subject to Sections 1.1., 1.2., and 4.1. of this Agreement, immediately following receipt by the Company of the Securityholder's Equity Instruments (and/or affidavits of loss in respect thereof, if applicable), and upon receipt of the Company of this Agreement fully executed by the Securityholder, the Company shall issue to the Securityholder a certificate for such number of shares of Common Stock and such warrants for the purchase of shares of Common Stock as set forth next to the name of the Securityholder on Exhibit A attached hereto (collectively, the "Exchange Securities"). A form of the Warrant Agreement (the "Warrant Agreement") to be used in connection with each such warrant is attached hereto as Exhibit B. The warrants to be issued to Securityholders are referred to in the Warrant Agreement as Exchange Warrants. The Warrant Agreement also reflects the terms of the investment expected to be made by New Investors (including without limitation the Unit Warrants described in the Warrant Agreement); however, the parties hereto recognize and agree that the terms of such investment, including without limitation the Unit Warrants, may change. The Securityholder acknowledges and agrees that the capitalization information set forth in Exhibit A is prepared as of the Effective Date and is based on the current size of investment of capital by the New Investor into the Company. The Securityholder hereby waives any and all claims such Securityholder may have in respect of the Securityholder's Credit Rights or the Securityholder's Equity Rights, including any claims arising from the exchange thereof for the Exchange Securities and the terms thereof hereunder, and releases the Company and its directors, officers, shareholders, agents, representatives and affiliates from any and all claims that the Securityholder may have in respect of such exchange or any investment decision to be made by the Securityholder with respect thereto.
Issuance of Exchange Securities. The issuance of the Exchange Primary Securities by the Company is duly authorized and, upon conveyance in accordance with the terms hereof, the Exchange Primary Securities shall be validly issued, fully paid and non-assessable and free from all free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, rights, proxies, equity or other adverse claim thereto (collectively, “Liens”). The Exchange Shares shall not bear any restrictive legend and shall be freely tradeable by the Holder pursuant to and in accordance with Rule 144. Upon issuance in accordance herewith or pursuant to the Rights, as applicable, the Rights Shares, when issued, will be validly issued, fully paid and nonassessable and free from all Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance in accordance herewith or pursuant to the Rights, as applicable, the New Warrant, when issued, will be validly issued, fully paid and nonassessable and free from all Liens with respect to the issue thereof. Upon issuance pursuant to the New Warrant and full payment of the exercise price therefor, whether in cash, or if permitted by the terms of such New Warrant, in a cashless exercise in accordance therewith, the New Warrant Shares (as defined in the Side Letter), when issued, will be validly issued, fully paid and nonassessable and free from all Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance and conveyance in accordance herewith, the conveyance by the Company of the Exchange Primary Securities (and upon exercise of the Rights, the Rights Shares and/or the New Warrant, as applicable, and upon exercise of the New Warrant, the New Warrant Shares) is exempt from the registration requirements of the Securities Act under Section 3(a)(9) of the Securities Act.
Issuance of Exchange Securities. The issuance of the Exchange Securities is duly authorized and, upon issuance in accordance with the terms hereof, the Exchange Securities shall be validly issued, fully paid and non-assessable shares of the common stock of the Company. Assuming the truth and accuracy of the representations and warranties of the Holder contained in Section 3 of this Agreement, the issuance by the Company of the Exchange Securities is exempt from registration under the Securities Act.
Issuance of Exchange Securities. All of the Mach Common Stock and the Mach Preferred Stock to be issued to CERES Shareholders pursuant to this Agreement, when issued and delivered as provided herein, will be duly authorized, validly issued, and will be free and clear of all liens, charges, claims, pledges, restrictions and encumbrances whatsoever of any kind or nature, except those restrictions imposed by State or Federal corporate and securities regulations.
Issuance of Exchange Securities. All of the Exchange Securities to be issued to the Seller pursuant to this Agreement, when issued and delivered as provided herein, will be duly authorized, validly issued, and will be free and clear of all liens, charges, claims, pledges, restrictions and encumbrances whatsoever of any kind or nature, except those restrictions imposed by State or Federal corporate and securities regulations.
Issuance of Exchange Securities. The issuance of the Exchange Notes, Underlying Shares and the Exchange Warrant are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof.
