Issuance of Purchaser Common Stock. The shares of Purchaser Common Stock to be issued pursuant to this Agreement upon consummation of the Acquisition have been or will be upon issuance duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable.
Issuance of Purchaser Common Stock. The issuance of Purchaser Common Stock to the Principal Equity Holders has been duly authorized by all necessary action on the part of the Purchaser. The Purchaser Common Stock, when issued to the Principal Equity Holders, will be validly issued, fully paid and non-assessable.
Issuance of Purchaser Common Stock. The Purchaser Shares to be issued and delivered in the Merger pursuant to Section 2.6(c), (a) have been duly authorized and, when issued and delivered to the Stockholders in connection with the Merger, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights, and (b) shall be duly listed for trading on the American Stock Exchange, subject only to official notice of issuance.
Issuance of Purchaser Common Stock. The Consideration Shares, when issued and delivered to the Seller in accordance with the terms and provisions of this Agreement, will be (i) duly authorized and validly issued, fully paid and non-assessable, (ii) free and clear of any Liens, and (iii) assuming the accuracy of the representations and warranties set forth in this Agreement by the Seller and delivered to the Purchaser, are issued in compliance with the Securities Act.
Issuance of Purchaser Common Stock. The shares of Purchaser Common Stock to be issued to pursuant to Article II will be, when issued, duly authorized, validly issued, fully paid and non-assessable.
Issuance of Purchaser Common Stock. The shares of Purchaser Common Stock to be issued pursuant to the Amalgamation, when issued, will be duly authorized, validly issued, fully paid, non-assessable and, assuming the accuracy of the representations and warranties of the Company and the Operating Company contained in the last sentence of Section 3.3(a) of this Agreement, issued in compliance with applicable federal and state securities Laws and Regulations.
Issuance of Purchaser Common Stock. The shares of Purchaser Common Stock to be issued and delivered at the Closing will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances. The shares of Purchaser Common Stock to be issued upon exercise of the Warrants and pursuant to Section 1.3(b) hereof will, when issued, be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.
Issuance of Purchaser Common Stock. 3.2.1 Subject to the escrow arrangement referred to in SECTION 3.4 below, upon surrender by the Stockholders and Clendenon of certificates exxxxxxxxx the MPGN Shares, the Purchaser shall issue certificates to each Stockholder and Clendenon, registered in thx xxxx xx such Stockholder and Clendenon and bearing the lxxxxxx xxt forth in SECTION 4.25, representing the number of Purchaser Shares to which each Stockholder and Clendenon is entitled pursuxxx xx XXCTION 2.4 and such certificates evidencing the MPGN Shares shall forthwith be cancelled.
Issuance of Purchaser Common Stock. On the Closing Date following the Closing, Purchaser shall issue to Seller, in uncertificated book-entry form, the number of shares of Purchaser Common Stock issuable to Seller pursuant to Section 2.2(a)(ii).
Issuance of Purchaser Common Stock. The issuance, sale and delivery of the Purchaser Common Stock in accordance with this Agreement have been, or will be on or prior to the Initial Closing, duly authorized by all necessary corporate action on the part of the Purchaser, and all such shares have been duly reserved for issuance. The Purchaser Common Stock when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement will be duly and validly issued, and free of restrictions on transfer other than restrictions imposed or created under this Agreement, the Ancillary Agreements or the Purchaser's Bylaws, or by applicable law.
