Issuance of Purchased Securities. The Purchased Securities and the Preferred Stock and Warrant of which they comprise, upon issuance in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and free from all taxes, liens, claims and encumbrances with respect to the 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 upon the holder thereof and upon completion of the transactions contemplated hereby and issuance of the Purchased Securities in accordance with the terms hereof, the Conversion Shares will be duly authorized and reserved for issuance, and, upon conversion of the Preferred Stock and upon exercise of the Warrant in accordance with the respective terms thereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances and will not be subject to preemptive rights or other similar rights or stockholders of the Company and will not impose personal liability upon the holder thereof.
Issuance of Purchased Securities. The Company has the full power and authority to issue the Purchased Securities. The issuance of the Purchased Securities has, or prior to the Closing Date will be, duly authorized by all necessary corporate action and, when issued and delivered against payment of the Subscription Proceeds therefor, the Purchased Securities will be validly issued as fully paid and non-assessable Common Shares in the capital of the Company. At the Closing Time, the Investor will be the legal owner of the Purchased Securities and will have good title thereto free and clear of all Encumbrances, other than pursuant to this Agreement and as may be imposed as a result of the application of any Applicable Laws or as are imposed as a result of any actions taken by, or transactions entered into by, the Investor.
Issuance of Purchased Securities. The Purchased Shares are duly and validly authorized for issuance and sale to the Purchaser by the Company, and, when issued and delivered by the Company against payment therefor by the Purchaser in accordance with the terms hereof, shall be validly issued and non-assessable and free from all rights of first refusal, preemptive or similar rights, Taxes and Encumbrances and the Purchased Shares shall be fully paid with the Purchaser being entitled to all rights accorded to a holder of the Ordinary Shares. The Warrant is duly and validly authorized for issuance and sale to the Purchaser by the Company, and will be a legally binding and valid obligation of the Company and enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. Assuming the accuracy of the representations and warranties set forth in Section 3.5 of this Agreement, the offer and issuance by the Company of the Purchased Securities is exempt from registration under the Securities Act.
Issuance of Purchased Securities. The Purchased Securities have been duly authorized and, when delivered to and paid for in full by the Purchasers as provided herein or in the Governing Documents, as the case may be, will be validly issued and fully paid, will be free and clear of all preemptive rights (other than as required by applicable Law) and Liens (other than the Call on the Blue Ridge Shares) except in each case as otherwise provided in the Related Documents, and will be entitled to the voting and other rights set forth in the Governing Documents. All preemptive rights of the Company’s shareholders in respect of the Transactions have been waived in writing.
Issuance of Purchased Securities. The Purchased Shares are duly and validly authorized for issuance and sale to the Purchaser Entities by the Company, and, when issued and delivered by the Company against payment therefor by the Purchaser Entities in accordance with the terms hereof, shall be validly issued and non-assessable and free from all preemptive or similar rights, Taxes and Encumbrances and the Purchased Shares shall be fully paid with the Purchaser Entities being entitled to all rights accorded to a holder of the Class A Shares. The Notes are duly and validly authorized for issuance and sale to the Purchaser Entities by the Company, and, when issued and delivered by the Company against payment therefor by the Purchaser Entities in accordance with the terms hereof, the Notes will be legally binding and valid obligations of the Company and enforceable against the Company in accordance with their terms, subject to the Bankruptcy and Equity Exception. Assuming the accuracy of the representations and warranties set forth in Section 3.5 of this Agreement, the offer and issuance by the Company of the Purchased Securities and the Conversion Securities is exempt from registration under the Securities Act.
Issuance of Purchased Securities. The issuance of the Purchased Securities has been duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, the Purchased Securities 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. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than one hundred percent (100%) of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (i) the Notes are convertible at the Conversion Price Floor (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Notes) as of the Subscription Date, (ii) interest on the Notes shall accrue through the first anniversary of the Closing Date and shall be converted in shares of Common Stock at a conversion price equal to the Conversion Price Floor assuming an Alternate Conversion Date as of the Subscription Date, and (iii) any such conversion shall not take into account any limitations on the conversion of the Notes as set forth in the Notes) and exercise of the Warrants (collectively, the “Required Reserve Amount”). The Note Conversion Shares, when issued upon conversion of the Notes, shall be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issuance thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The Warrant Shares, when issued upon exercise of the Warrant, shall be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Purchased Securities is exempt from registration under the Securities Act.
Issuance of Purchased Securities. All Purchased Securities issued at the Closing shall be (i) validly issued, fully paid and non-assessable and shall be issued free and clear of any Liens whatsoever and with no restrictions (in each case other than pursuant to the Documents) on the voting rights thereof (other than as set forth in the Stockholders’ Agreement or the Registration Rights Agreement) or any other incidents of record and beneficial ownership pertaining thereto and (ii) entitled to the rights and subject to the obligations of each of the Stockholders’ Agreement and the Registration Rights Agreement.
Issuance of Purchased Securities. The Purchased Shares are duly and validly authorized for issuance and sale to the Share Purchaser by the Company, and, when issued and delivered by the Company against payment therefor by the Share Purchaser in accordance with the terms hereof, shall be validly issued and non-assessable and free from all preemptive or similar rights, Taxes and Encumbrances and the Purchased Shares shall be fully paid with the Share Purchaser being entitled to all rights accorded to a holder of the Class A Shares. The Note is duly and validly authorized for issuance and sale to the Note Purchaser by the Company, and, when issued and delivered by the Company against payment therefor by the Note Purchaser in accordance with the terms hereof, the Note will be a legally binding and valid obligation of the Company and enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. Assuming the accuracy of the representations and warranties set forth in Section 3.5 of this Agreement, the offer and issuance by the Company of the Purchased Securities and the Conversion Securities is exempt from registration under the Securities Act.
Issuance of Purchased Securities. Following Shareholder Approval, approval by the Company Board and amendment of the constating documents of the Company, the Company will have the full power and authority to issue the Purchased Securities. Following Shareholder Approval, approval by the Company Board and amendment of the constating documents of the Company, the issuance of the Purchased Securities will have been duly authorized and, when issued and delivered against payment of the consideration set forth herein, the Purchased Securities will be validly issued as fully paid and non-assessable securities of the Company and the Initial Shares and Additional Shares, as applicable, will be listed on the TSXV or the Toronto Stock Exchange, as applicable. At each Closing Time, the Purchaser will be the legal owner of the Purchased Securities and will have good title thereto free and clear of all Encumbrances, other than as may be imposed as a result of the application of any Applicable Laws or as are imposed as a result of any actions taken by, or transactions entered into by, the Purchaser.
Issuance of Purchased Securities. (i) The Issuer has full power and authority to issue the Purchased Preferred Units. The issuance of the Purchased Preferred Units has been (or will be at Closing) duly authorized and, upon payment of the Proceeds attributable to the Purchased Preferred Units, the Purchased Preferred Units will be validly issued as fully paid and non-assessable Preferred Units of the Issuer. On the Closing Date, the Investors will be the legal and registered owners of the Purchased Preferred Units and will have good title thereto free and clear of all Encumbrances (except restrictions imposed by the LLC Agreement, any applicable Securities Laws, as may be imposed by the TSXV, as may be imposed as a result of the application of the securities Laws of any jurisdiction applicable to the Investors, or as are imposed as a result of any actions taken by the Investors).
