Issuance, Sale and Delivery of the Shares. (a) The 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 Shares are in due and proper form under Delaware law.
Appears in 6 contracts
Samples: Share Purchase Agreement (P Com Inc), Share Purchase Agreement (Epimmune Inc), Share Purchase Agreement (Valentis Inc)
Issuance, Sale and Delivery of the Shares. (a) The 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 Shares are in due and proper form under Delaware lawGeneral Corporation Law.
Appears in 2 contracts
Samples: Share Purchase Agreement (Scansoft Inc), Scansoft Share Purchase Agreement (Scansoft Inc)
Issuance, Sale and Delivery of the Shares. (a) The Shares have been duly authorized for issuance and sale to the Purchasers pursuant to this Agreement Agreement, and, when issued and delivered by the Company pursuant to this Agreement against payment by the Purchasers of the consideration set forth in this AgreementPurchase Price, they will be validly issued and fully paid and nonassessable and free and clear of all pledges, liens and encumbrances. The certificates evidencing the Shares are in due and proper form under Delaware law.
Appears in 2 contracts
Samples: Amended Stock Purchase Agreement (Virco MFG Corporation), Stock Purchase Agreement (Virco MFG Corporation)
Issuance, Sale and Delivery of the Shares. (a) The 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 Certificates evidencing the Shares are in due and proper form under Delaware law.
Appears in 2 contracts
Samples: Share Purchase Agreement (Dt Industries Inc), Heska Corporation Stock Purchase Agreement (Heska Corp)
Issuance, Sale and Delivery of the Shares. (a) The Shares have been duly authorized for issuance and sale to the Purchasers 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 Certificates evidencing the Shares are when delivered, will be in due and proper form under Delaware law.
Appears in 2 contracts
Samples: Share Purchase Agreement (Ebix Inc), Share Purchase Agreement (Ebix Inc)
Issuance, Sale and Delivery of the Shares. (a) The 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 liens, taxes, claims, charges and encumbrances. The certificates evidencing the Shares are in due and proper form under Delaware law.
Appears in 2 contracts
Samples: Share Purchase Agreement (Auspex Systems Inc), Share Purchase Agreement (Auspex Systems Inc)
Issuance, Sale and Delivery of the Shares. (aA) The 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 Shares are in due and proper form under Delaware law.
Appears in 1 contract
Issuance, Sale and Delivery of the Shares. (a) The 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 Shares are in due and proper form under Delaware law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Advanced Tissue Sciences Inc)
Issuance, Sale and Delivery of the Shares. (a) The Shares have been duly authorized for issuance and sale to the Purchasers 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 Certificates evidencing the Shares are in due and proper form under Delaware law.
Appears in 1 contract
Issuance, Sale and Delivery of the Shares. (a) The Shares have been duly authorized for issuance and sale to the Purchasers 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 are in due and proper form under Delaware law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Advanced Tissue Sciences Inc)
Issuance, Sale and Delivery of the Shares. (a) The Shares have been duly authorized for issuance and sale to the Purchasers 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 issued, fully paid and nonassessable nonassessable, and free and clear of all pledges, liens and encumbrances. The certificates Certificates evidencing the Shares are in due and proper form under Delaware law.
Appears in 1 contract
Issuance, Sale and Delivery of the Shares. (a) The Shares have been duly authorized for issuance and sale to the Purchasers 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 are in due and proper form under Delaware law.and
Appears in 1 contract
Issuance, Sale and Delivery of the Shares. (a) The Shares have been duly authorized for issuance and sale to the Purchasers 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 are in due and proper form under Delaware Washington law.
Appears in 1 contract
