Issuance of the New Notes. The New Notes are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.
Issuance of the New Notes. The New Notes are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Conversion Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of Ordinary Shares for issuance of the Conversion Shares pursuant to this Agreement and the New Notes.
Issuance of the New Notes. The Company agrees that upon obtaining Shareholder Approval it will issue the New Notes to Huntingdon in exchange for the Huntingdon Notes.
Issuance of the New Notes. The New Notes have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered against payment therefor as provided herein and in the New Indenture, will be duly and validly issued, fully paid and nonassessable and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the New Indenture, free and clear of any Liens, and will conform to the description thereof in the New Indenture; and the issuance of the New Notes is not subject to any preemptive or similar rights that have not been waived. Upon issuance and delivery of the New Notes in accordance with this Exchange Agreement and the New Indenture, the New Notes will be convertible at the option of the holder thereof into shares of Common Stock in accordance with the terms of the New Notes. The maximum number of shares of Common Stock issuable upon conversion of the New Notes have been duly authorized and reserved for issuance upon such conversion by all necessary corporate action, and, when issued upon such conversion in accordance with the terms of the New Notes, will be validly issued, fully paid and non-assessable; no holder of the shares of Common Stock will be subject to personal liability by reason of being such a holder; and the issuance of the shares of Common Stock upon such conversion will not be subject to the preemptive or other similar rights of any shareholder of the Company.
Issuance of the New Notes
