Issuance of Shares at the Closing. The issuance of the Shares being issued at the Closing has been duly authorized by all necessary corporate action on the part of the Issuer, and when issued the Shares will be validly issued, fully paid and nonassessable, and will be free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act and state securities laws, and the issuance of such Shares is not subject to preemptive or subscription rights.
Appears in 5 contracts
Samples: Subscription Agreement (Moto Guzzi Corp /De/), Subscription Agreement (Centerpoint Corp), Loan Agreement (Bion Environmental Technologies Inc)