Common use of Issuance of Purchased Shares Clause in Contracts

Issuance of Purchased Shares. 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 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 Class A Shares. 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 Shares is exempt from registration under the Securities Act.

Appears in 10 contracts

Samples: Subscription Agreement (SouFun Holdings LTD), Subscription Agreement (SouFun Holdings LTD), Subscription Agreement (SouFun Holdings LTD)

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Issuance of Purchased Shares. The Purchased Shares are duly and validly authorized for issuance and sale to the Purchaser Purchasers by the Company, and, when issued and delivered by the Company against payment therefor by the Purchaser Purchasers 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 Purchasers being entitled to all rights accorded to a holder of the Class A Ordinary Shares. Assuming the accuracy of the representations and warranties set forth in ‎Section Section 3.5 of this Agreement, the offer and issuance by the Company of the Purchased Shares is exempt from registration under the Securities Act.

Appears in 2 contracts

Samples: Subscription Agreement (Kong Jianping), Subscription Agreement (Sun Qifeng)

Issuance of Purchased Shares. 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 Class A Ordinary Shares. Assuming the accuracy of the representations and warranties set forth in ‎Section Section 3.5 of this Agreement, the offer and issuance by the Company of the Purchased Shares Securities is exempt from registration under the Securities Act.

Appears in 2 contracts

Samples: Subscription Agreement (Legend Biotech Corp), Subscription Agreement (Legend Biotech Corp)

Issuance of Purchased Shares. 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 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 Class A SharesCommon Stocks. Assuming the accuracy of the representations and warranties set forth in ‎Section 3.5 Section 3.05 of this Agreement, the offer and issuance by the Company of the Purchased Shares is exempt from registration under the Securities Act.

Appears in 2 contracts

Samples: Subscription Agreement (Kona Grill Inc), Subscription Agreement (Kona Grill Inc)

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Issuance of Purchased Shares. The issuance of the Purchased Shares are is 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 upon issuance in accordance with the terms hereofof this Agreement, shall be (i) validly issued and non-assessable and issued, (ii) free from all preemptive or similar rights, Taxes liens and Encumbrances other encumbrances with respect to the issue thereof (other than restrictions arising under applicable securities laws) and the Purchased Shares shall be (iii) fully paid and nonassessable, with the Purchaser holder being entitled to all rights accorded to a holder of the Class A SharesCommon Stock. Assuming in part the accuracy of each of the representations and warranties of the Buyers set forth in ‎Section 3.5 Section 4 of this Agreement, the offer and issuance by the Company of the Purchased Shares is exempt from registration under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eastman Kodak Co)

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