Issuance of Issued Shares. The Issued Shares are duly authorized, and, when issued and paid for in accordance with the terms hereof and entered in the register of members of the Company, shall be validly issued and non-assessable and free from all preemptive or similar rights and Encumbrances and the Issued Shares shall be fully paid with the Purchaser being entitled to all rights accorded to a holder of the Class A Shares. Assuming the accuracy of the representations and warranties set forth in Section 3.6 of this Agreement, the offer and issuance by the Company of the Issued Shares is exempt from registration under the Securities Act.
Appears in 2 contracts
Samples: Investment Agreement (Alibaba Group Holding LTD), Investment Agreement (Ali YK Investment Holding LTD)
Issuance of Issued Shares. The Issued Shares are duly authorized, and, when issued and paid for in accordance with the terms hereof and entered in the register of members of the Company, shall will be validly issued and issued, non-assessable and fully-paid, and free from all preemptive Encumbrances (except for Encumbrances created or similar rights and Encumbrances and imposed by the Issued Shares shall be fully paid with the Purchaser being entitled to all rights accorded to a holder of the Class A SharesTransaction Documents or under applicable securities Laws). Assuming the accuracy of the representations and warranties set forth in Section 3.6 of this Agreement3.06, the offer offer, issuance and issuance sale by the Company of the Issued Shares to the Purchaser is exempt from registration under the Securities Act.
Appears in 2 contracts
Samples: Investment Agreement (Alibaba Group Holding LTD), Investment Agreement (Alibaba Group Holding LTD)