Issuance of Parent Stock. The Parent Stock is duly authorized, validly issued and fully paid and non-assessable, has the rights and privileges set forth in Parent's articles of association and, except as expressly provided herein, is being issued free and clear of all Liens, voting trusts, proxies, calls or commitments of any kind. Assuming the accuracy of the representations and warranties set forth in Section 5.19, the offer, sale and issuance by Parent to Seller of the Note and the Parent Stock will be exempt from the registration requirement of Section 5 of the Securities Act and will be registered or qualified (or will be exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.
Issuance of Parent Stock. The shares of Parent Stock issuable in the Merger, when issued by Parent in accordance with this Agreement, assuming the accuracy of the representations and warranties made by the Company herein and the Stockholders in the Transaction Documents, will be duly issued, fully paid and non-assessable, and free and clear of all Liens (other than transfer restrictions under Applicable Laws), and issued in compliance with all Applicable Laws concerning the issuance of securities. None of the shares of Parent Stock issued pursuant to the Merger will, upon issuance in accordance with this Agreement, be subject to any preemptive rights, rights of first refusal or other rights to purchase such shares of Parent Stock (whether in favor of Parent or any other Person) pursuant to any Contract of Parent.
Issuance of Parent Stock. As part of the Tranche 2 Capital Contribution, on or promptly after the Tranche 2 Closing Date, the Parent shall grant and privately issue shares of common stock of the Parent (the “Parent Stock”), as follows:
Issuance of Parent Stock. The shares of Parent Stock issuable in the Transactions, when issued by Parent in accordance with this Agreement, assuming the accuracy of the representations and warranties made by the Company and Seller herein, will be duly issued, fully paid and non-assessable. The Organizational Documents of Parent authorize sufficient shares of Parent Stock to cover the issuance of shares of Parent Stock in the Transactions, including any Contingent Shares.
Issuance of Parent Stock. As consideration for the assignment, transfer and delivery of the Contribution Shares pursuant to Section 2, Parent will issue ten (10) shares of Parent Common Stock (with an ascribed purchase price of $1.00 per share) in the name of the respective Shareholder Parties for each Contribution Share contributed to Parent pursuant to Section 2, all as reflected on Schedule I hereto. The Shareholder Parties hereby acknowledge and agree that receipt of the Parent Common Stock issued pursuant to this Section 3 shall constitute complete satisfaction of all obligations or any other sums due to the Shareholder Parties with respect to the Contribution Shares.
Issuance of Parent Stock. The shares of Parent Stock to be issued in connection with the Merger have been duly authorized and, when issued as contemplated by this Agreement, will be duly authorized, validly issued, fully paid and nonassessable (except as provided under Section 180.0622(2)(b) of the Wisconsin Statutes), free of all Liens (except those created by the recipients thereof), free of any preemptive rights created by statute, the Parent Articles of Incorporation, the Parent Bylaws or any agreement to which Parent is a party or by which Parent is bound and will be registered under the Securities Act and registered or exempt from registration under applicable Blue Sky laws and listed on the Nasdaq National Market. Neither the filing of the Registration Statement nor the offering or sale of any of the shares of Parent Stock as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any securities of Parent.
Issuance of Parent Stock. The Parent Stock, when issued pursuant ------------------------ hereto, will be legally and validly authorized and issued, fully paid and non- assessable, and will not have been issued in violation of the preemptive rights of any person.
Issuance of Parent Stock. Subject to Section 2.7, at and after the Effective Time, upon surrender to Parent by each Shareholder of certificates for the number of shares of Common Stock representing all of the shares of Common Stock owned by such Shareholder, Parent shall issue and deliver to each such Shareholder a certificate which shall be registered in the name of such Shareholder and shall bear appropriate legends, and which together shall represent the total number of shares of Parent Stock into which such Shareholder's Common Stock has been converted.
Issuance of Parent Stock. The Parent Ordinary Shares to be issued pursuant to this Agreement to the holders of the Company Securities have been duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights.
Issuance of Parent Stock. The shares of Parent Stock and New Parent Preferred Stock to be issued in connection with the Merger, and the shares of Parent Stock issuable upon conversion of the shares of New Parent Preferred Stock to be issued in the Merger, have been duly authorized and, when issued as contemplated by this Agreement and, in the case of shares of Parent Stock issuable upon conversion of the shares of New Parent Preferred Stock, the Parent Certificate of Designations, will be duly authorized, validly issued, fully paid and non- assessable, and not in violation, free of any preemptive rights created by statute, the Parent Certificate of Incorporation, the Parent Bylaws or any agreement to which Parent is a party or by which Parent is bound and will be registered under the Securities Act and registered or exempt from registration under applicable Blue Sky laws and listed on the NYSE. Neither the filing of the Registration Statement nor the offering or sale of any of the shares of Parent Stock or New Parent Preferred Stock as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any securities of Parent.
