Issuance of the Purchased Shares. The Purchased Shares, when issued and paid for in accordance with the terms and conditions of the applicable Transaction Documents, shall be duly authorized and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company.
Issuance of the Purchased Shares. The Purchased Shares to be issued, sold and delivered by the Company hereunder, when so issued, sold and delivered, will be duly and validly issued, fully paid and nonassessable and will be issued in reliance upon applicable exemptions from the registration and qualification provisions of all applicable securities laws of the United States and each state whose securities laws may be applicable thereto. All Purchased Shares will be issued free of any preemptive or similar right and free and clear of any claim, lien, security interest or other encumbrance. Assuming the accuracy of the Investor’s representations and warranties hereunder, the issuance to the Investor of the Purchased Shares will be exempt from the registration requirements of the Securities Act and will be made in reliance upon applicable exemptions from the registration and qualification provisions of all applicable state securities laws.
Issuance of the Purchased Shares. The Purchased Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer set forth in this Agreement, applicable state, federal or foreign securities laws and liens or encumbrances created by or imposed by the Investor or its affiliates. Assuming the accuracy of the representations and warranties of the Investor in Article III of this Agreement, the Purchased Shares will be issued in compliance with all applicable state, federal and foreign securities laws.
Issuance of the Purchased Shares. The Purchased Shares are duly authorized and, upon issuance in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free from all taxes, Liens and charges with respect to the issue thereof. The issuance by the Company of the Purchased Shares has been registered under the 1933 Act and all of the Purchased Shares are freely transferable and tradable by the Buyers without restriction. The Purchased Shares are being issued pursuant to the Registration Statement and the issuance of the Purchased Shares has been registered by the Company under the 1933 Act. The Registration Statement is effective and available for the issuance of the Purchased Shares thereunder and the Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The "Plan of Distribution" section under the Registration Statement permits the issuance and sale of the Purchased Shares hereunder. Upon receipt of the Purchased Shares and making payment for them in accordance with the terms hereof, the Buyers will have good and marketable title to such Purchased Shares and the Purchased Shares will be freely tradable on the Principal Market.
Issuance of the Purchased Shares. At the Closing, the Company will issue to the Investor, and the Investor will purchase from the Company, 81,000,000 shares of Common Stock (collectively, the “Purchased Shares”) on the terms and conditions set forth in this Agreement. The Investor will pay $5,000,000 for the Purchased Shares.
Issuance of the Purchased Shares. The Purchased Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable and the issuance of the Purchased Shares is not subject to any preemptive or similar rights. The Purchased Shares are being issued pursuant to the Registration Statement and the issuance of the Purchased Shares has been registered by the Company under the 1933 Act. The Registration Statement is effective and available for the issuance of the Purchased Shares thereunder and the Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section under the Prospectus permits the issuance and sale of the Purchased Shares hereunder.
Issuance of the Purchased Shares. The Purchased Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Purchased Shares are being issued pursuant to the Registration Statement, the issuance of the Purchased Shares has been registered by the Company under the 1933 Act, and all of the Purchased Shares are freely transferable and tradable by the Buyers without restriction, other than restrictions imposed under (i) the Company’s Policy Statement on Trading In Orthovita, Inc. Securities by Directors, Officers and Other Employees, which is applicable to any Buyer affiliated with a director or employee of the Company, and (ii) provisions of the 1933 Act applicable to transfers of Company securities by directors of the Company and their respective affiliates. The Registration Statement is effective and available for the issuance of the Purchased Shares thereunder and the Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance and sale of the Purchased Shares in the manner contemplated hereunder. Upon receipt of the Purchased Shares, each Buyer will have good and marketable title to the Purchased Shares purchased by such Buyer hereunder, and the Purchased Shares will be freely tradable on the Principal Market, except to the extent restricted under (i) the Company’s Policy Statement on Trading In Orthovita, Inc. Securities by Directors, Officers and Other Employees, which is applicable to any Buyer affiliated with a director or employee of the Company, and (ii) provisions of the 1933 Act applicable to transfers of Company securities by directors of the Company and their respective affiliates. The Purchased Shares constitute less than 20% of the issued and outstanding shares of Common Stock of the Company. Upon issuance, the Purchased Shares will be listed and authorized for trading on the Principal Market.
Issuance of the Purchased Shares. The Purchased Shares to be issued hereunder will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all liens, preemptive rights, rights of first refusal, subscription and similar rights (other than those arising under the Stockholders Agreement).
Issuance of the Purchased Shares. The Shares issuable and deliverable -------------------------------- upon Executive's election hereunder may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Upon receipt of Executive's election to purchase Shares and payment therefor under this Stock Purchase Agreement, the Company's Stock Administrator shall arrange for issuance and delivery to Executive of certificates representing the Shares. Executive understands and agrees that the Purchased Shares shall be registered in his name and in certificated form.
Issuance of the Purchased Shares. The issuance of the Purchased Shares has been duly authorized, and the Purchased Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws. The issuance of the Purchased Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. Assuming the accuracy of the representations and warranties of Purchaser in this Agreement, the Purchased Shares will be issued in compliance with all applicable federal and state securities laws.
