Newly Issued Shares. 7 3.4 Authority........................................................7 3.5
Newly Issued Shares. The Shares to be sold and issued by the Company to the Purchaser in accordance with the terms of this Agreement have been duly authorized and, when issued as contemplated hereby, will be validly issued, fully paid and non-assessable, and no other person has any preemptive right, option, warrant, subscription agreement or other right with respect to such Shares. Upon the issuance of the Shares, the Purchaser will acquire good and marketable title to the shares free and clear of any and all Encumbrances, except such Encumbrances as may be created pursuant to this Agreement or by Purchaser.
Newly Issued Shares. The Stockholders shall have sole authority to determine whether the Corporation is permitted to issue any equity securities, except in an IPO, or securities convertible into or exchangeable for equity securities. Authority for the Corporation to issue such securities shall require an affirmative vote of at least ninety two and one half percent (92.5%) of all of the then issued and outstanding Shares.
Newly Issued Shares. The Newly Issued Shares, when, if and as, issued pursuant to each Primary Share Purchase in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and, assuming the representations and warranties of Purchasers are true and accurate, will be issued in compliance with all applicable Laws.
Newly Issued Shares. The Shares to be issued and sold by the Company to the Purchasers in accordance with the terms of this Agreement have been duly authorized and, when issued as contemplated hereby at the Closing, will be validly issued, fully paid and non-assessable. At the Closing, the Purchasers will acquire good and marketable title to the Shares free and clear of any and all liens, encumbrances, security interests, preemptive rights, adverse claims or equities or rights in favor of another ("Encumbrances"), except such Encumbrances as may be created pursuant to this Agreement or imposed by applicable federal and state securities laws. Upon receipt of the Warrants pursuant to the terms hereof, the Purchasers or their designees will acquire good and marketable title to the Warrants and the Common Stock to be issued upon exercise thereof, in each case free and clear of any and all Encumbrances, except such Encumbrances as may be created pursuant to this Agreement, imposed by applicable federal and state securities laws or, prior to the Closing, the Certificate of Incorporation. The Common Stock to be issued upon the exercise of the Warrants is duly authorized, has been reserved for issuance, and, when so issued, will be fully paid and non-assessable. No other person or entity has any preemptive right, option, warrant, subscription agreement or other right with respect to such Shares, Warrants or Common Stock to be issued upon exercise of the Warrants, other than the preemptive rights held by the holders of the Common Stock Purchase Warrants issued under each of the Note Purchase Agreement, dated as of March 31, 1992 (the "Note Purchase Agreement") and the Preferred Securities Purchase Agreement, dated as of June 30, 1994 (the "Preferred Securities Purchase Agreement"), which preemptive rights will, as of the Closing Date, have been duly exercised or waived by such holders.
Newly Issued Shares. 10 3.6 Authority for and Title to Properties.......................... 10 3.7 Authority...................................................... 10 3.8
Newly Issued Shares. The Shares to be issued and sold by the Company to the Purchaser in accordance with the terms of this Agreement have been or will be, when approved by the shareholders of the Company as provided in Section 4.2, duly authorized and, when issued as contemplated hereby, will be validly issued, fully paid and, except as provided under Section 630 of the Business Corporation Law of New York (relating to employee wages) non-assessable and the issuance of the Shares by the Company will not be subject to preemptive or other similar rights. At the Closing, the Purchaser will acquire good and marketable title to the Shares free and clear of any and all Liens, except for such Liens as may be created pursuant to this Agreement or imposed by applicable federal and state securities laws.
Newly Issued Shares. (a) The shares of Common Stock sold and issued by the Company to the Purchasers pursuant to the terms of this Agreement have been duly authorized and, when issued as contemplated hereby at the Closing, will be validly issued, fully paid and non-assessable and no person has Preemptive Rights with respect to such shares. At the Closing, the Purchasers will acquire good and marketable title to the shares of Common Stock, free and clear of any and all security interests, liens, claims, pledges, encumbrances or other rights of any kind (collectively, "Encumbrances"), except as may exist under the Stockholders' Agreement, as amended by the Amendment.
Newly Issued Shares. 5 3.5 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.6
Newly Issued Shares. The Shares constitute 50% of the issued ------------------- and outstanding shares of capital stock of the Company on a fully diluted basis, after giving effect to the transactions described herein, the conversion, exercise or exchange of all securities of the Company convertible into or exercisable or exchangeable for shares of Common Stock of the Company and all anti-dilution adjustments required by the transactions described hereunder. Except as set forth on Schedule 2.5, there are no anti-dilution adjustments ------------ required by the transactions described hereunder. The Shares have been duly authorized and, when issued as contemplated hereby at the Closing will be duly and validly issued, fully paid and non-assessable, and issued in compliance with all applicable federal and state securities laws. The issuance of the Shares by the Company will not be subject to preemptive or other similar rights or such rights have been waived in writing by the holders thereof. At the Closing, Virgin will acquire good title to the Shares free and clear of any and all liens, pledges, claims, security interests, mortgages, assessments, covenants, restrictions, rights of first refusal, defects in title or other burdens (collectively, "Liens"), except for such Liens as may be created pursuant to ----- this Agreement or the Related Documents or imposed by applicable federal and state securities laws.
