Issuance, Sale and Delivery of the Shares. When issued and paid for, the Shares to be sold hereunder by PixTech will be validly issued and outstanding, fully paid and non-assessable.
Issuance, Sale and Delivery of the New Notes and the New Warrants. When issued and delivered by the Company, and paid for by the Purchasers, the New Notes and the New Warrants will constitute valid and legally binding obligations of the Company enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Issuance, Sale and Delivery of the Shares and Warrants and the Conversion Shares. When issued and paid for, the Shares and Warrants to be sold hereunder by the Company will be validly issued and outstanding, fully paid and non-assessable, free and clear of any liens, charges, claims or other encumbrances. When issued in compliance with the provisions of the Certificate of Designation, the Conversion Shares will be validly issued and outstanding, fully paid and non-assessable, free and clear of any liens, charges, claims or other encumbrances. The Shares and Warrants and the Conversion Shares shall not entitle the holders of the outstanding capital stock of the Company to preemptive, anti-dilutive or other rights to subscribe to or acquire Common Stock or other securities of the Company; provided, however, that the Shares and Warrants and the Conversion Shares will be subject to restrictions on transfer under state and/or federal securities laws and restrictions set forth in Section 6 hereof.
Issuance, Sale and Delivery of the Shares
(a) The Shares have been duly authorized for issuance and sale to the Purchaser pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and nonassessable and free and clear of all pledges, liens and encumbrances. The Certificates evidencing the Shares when delivered, will be in due and proper form under Delaware law.
(b) The issuance of the Shares is not subject to preemptive or other similar rights.
(c) Subject to the accuracy of the Purchasers' representations and warranties in Section 5 of this Agreement, the offer, sale and issuance of the Shares in conformity with the terms of this Agreement constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), and from the registration or qualification requirements of the laws of any applicable state or United States jurisdiction.
Issuance, Sale and Delivery of the Shares. When issued and paid for in accordance with the terms of this Agreement, the Shares to be sold hereunder by Vion will be validly issued, fully paid and non-assessable and issued in full compliance with federal and state securities laws.
Issuance, Sale and Delivery. When issued and paid for in -------------------------------- accordance with the terms hereof, the Shares will be validly issued and outstanding, fully paid and non-assessable.
Issuance, Sale and Delivery of the Common Shares
(a) The Common Shares have been duly authorized for issuance and sale to the Purchasers pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and nonassessable and free and clear of all pledges, liens and encumbrances. The certificates evidencing the Common Shares are in due and proper form under Ohio law.
(b) The issuance of the Common Shares is not subject to preemptive or other similar rights. No further approval or authority of the shareholders or the Board of Directors of the Company will be required for the issuance and sale of the Common Shares to be sold by the Company as contemplated in this Agreement.
(c) Subject to the accuracy of the Purchasers’ representations and warranties in Section 5 of this Agreement, the offer, sale, and issuance of the Common Shares in conformity with the terms of this Agreement constitute transactions exempt from the registration requirements of Section 5 of the Securities Act and from the registration or qualification requirements of the laws of any applicable state or United States jurisdiction.
Issuance, Sale and Delivery of the Shares ---------------------------------------------
(a) The Shares have been duly authorized for issuance and sale to the Purchaser pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and nonassessable and free and clear of all pledges, liens and encumbrances and will not constitute "restricted securities" within the meaning of the Securities Act. The certificates evidencing the Shares are in due and proper form under the Delaware General Corporation Law.
(b) The issuance of the Shares is not subject to preemptive or other similar rights. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated in this Agreement.
Issuance, Sale and Delivery of the Notes and the Warrant. When issued and delivered by the Company, and paid for by the Purchaser, the Notes and the Warrant will constitute valid and legally binding obligations of the Company enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Issuance, Sale and Delivery. Subject to the terms and conditions hereof, at the Closing (as defined in Section 2), the Purchasers agree to make the Loans to the Company, which Loans shall be evidenced by the Notes. In consideration therefore, subject to the terms and conditions hereof, the Company agrees to issue and deliver to each Purchaser a Note and Membership Interest.
