Issuance of Parent Shares. The Parent Shares to be issued under this Agreement, when issued and delivered in accordance with the terms hereof and payment of the subscription price therefor, are duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens, other than restrictions arising under applicable securities laws and the Parent Shareholders Agreement (as defined below).
Appears in 3 contracts
Samples: Management Rollover Agreement (Lj International Inc), Rollover Agreement (Lj International Inc), Chairman Rollover Agreement (Lj International Inc)
Issuance of Parent Shares. The issuance of the Parent Shares pursuant to be issued under this Agreement has been duly authorized and upon consummation of the transactions contemplated by this Agreement, when issued and delivered in accordance with the terms hereof and payment of the subscription price therefor, are duly authorized, Parent Shares will have been validly issued, fully paid paid, non-assessable and nonassessableissued without application of preemptive rights, will have the rights, preferences and privileges specified in Parent’s Governing Documents, and will be free and clear of all LiensLiens and restrictions, other than the restrictions arising under imposed by this Agreement and applicable securities laws and the Parent Shareholders Agreement (as defined below)laws.
Appears in 2 contracts
Samples: Membership Interest Purchase and Sale Agreement (RSP Permian, Inc.), Membership Interest Purchase and Sale Agreement (RSP Permian, Inc.)
Issuance of Parent Shares. The Parent Shares to be issued under this Agreement, Agreement shall have been duly authorized and when issued and delivered in accordance with the terms hereof and payment of the subscription price thereforhereof, are duly authorized, will be validly issued, fully paid and nonassessable, and free and clear of all Liens, preemptive rights, rights of first refusal, subscription and similar rights (other than restrictions arising under any applicable securities laws or agreements entered into by all of the Rollover Shareholders and the limitations on dividends, transfer and encumbrance with respect to the Restricted Parent Shareholders Agreement (as defined below)Shares) when issued.
Appears in 2 contracts
Samples: Contribution Agreement (Fosun Industrial Co., LTD), Contribution Agreement (Ren Jinsheng)
Issuance of Parent Shares. The Parent Shares to be issued under this Agreement, Agreement shall have been duly authorized and when issued and delivered in accordance with the terms hereof and payment of the subscription price thereforhereof, are duly authorized, will be validly issued, fully paid and nonassessable, and free and clear of all Liens, preemptive rights, rights of first refusal, subscription and similar rights (other than restrictions arising under any applicable securities laws and or agreements entered into by the Parent Shareholders Agreement (as defined below)Rollover Shareholders) when issued.
Appears in 1 contract
Samples: Contribution Agreement (Li Qiang)
Issuance of Parent Shares. The Parent Shares to be issued under this Agreement, Agreement shall have been duly authorized and when issued and delivered in accordance with the terms hereof and payment of the subscription price thereforhereof, are duly authorized, will be validly issued, fully paid and nonassessable, and free and clear of all LiensEncumbrances, preemptive rights, rights of first refusal, subscription and similar rights (other than restrictions arising under any applicable securities laws and or agreements entered into by all of the Parent Shareholders Agreement (as defined below)Rollover Shareholders) when issued.
Appears in 1 contract
Samples: Support Agreement (Sham John C.K.)