Ownership of Exchange Shares. All Exchange Shares to be issued and delivered in accordance with ARTICLE II to the Company Shareholders shall be, upon issuance and delivery of such Exchange Shares, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, the Shareholder Commitment, the New Registration Rights Agreement, the provisions of this Agreement and any Liens incurred by the Company Shareholders, and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.
Appears in 1 contract
Ownership of Exchange Shares. All Exchange Shares to be issued and delivered in accordance with ARTICLE Article II to the Company Shareholders Sellers and the Escrow Agent shall be, upon issuance and delivery of such Exchange Shares, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, the Shareholder CommitmentRegistration Rights Agreement, the New Registration Rights Escrow Agreement, the provisions of this Agreement and any Liens incurred by the Company ShareholdersSellers, and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.
Appears in 1 contract
Samples: Business Combination Agreement (Twelve Seas Investment Co)
Ownership of Exchange Shares. All Exchange Shares to be issued and delivered in accordance with ARTICLE ARTICLE II to the Company Shareholders shall be, upon issuance and delivery of such Exchange Shares, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, the Shareholder Commitment, the New Registration Rights Agreement, the provisions of this Agreement and any Liens incurred by the Company Shareholders, and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.
Appears in 1 contract
Ownership of Exchange Shares. All Exchange Shares to be issued and delivered in accordance with ARTICLE II Article I to the Company Shareholders Sellers and the Escrow Agent shall be, upon issuance and delivery of such Exchange Shares, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, the Shareholder CommitmentLock-Up Agreements (if applicable), the New Registration Rights Agreement, the Escrow Agreement, the surrender provisions of this Agreement and any Liens incurred by the Company Shareholdersa Seller, and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.
Appears in 1 contract
Ownership of Exchange Shares. All Exchange Shares to be issued and delivered in accordance with ARTICLE II Article I to the Company Shareholders Sellers and the Escrow Agent shall be, upon issuance and delivery of such Exchange Shares, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, the Shareholder CommitmentLock-Up Agreements (if applicable), the New Registration Rights Agreement, the Escrow Agreement, the forfeiture provisions of this Agreement and any Liens incurred by the Company Shareholdersa Seller, and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.
Appears in 1 contract
Samples: Share Exchange Agreement (TKK SYMPHONY ACQUISITION Corp)
Ownership of Exchange Shares. All Exchange Shares to be issued and delivered in accordance with ARTICLE II Article I to the Company Shareholders Sellers and the Escrow Agent shall be, upon issuance and delivery of such Exchange Shares, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, the Shareholder CommitmentLock-Up Agreement, the New Registration Rights Agreement, the Escrow Agreement, the forfeiture provisions of this Agreement and any Liens incurred by the Company ShareholdersSeller, and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.
Appears in 1 contract
Ownership of Exchange Shares. All Exchange Shares to be issued and delivered in accordance with ARTICLE II Article I to the Company Shareholders Sellers and the Escrow Agent shall be, upon issuance and delivery of such Exchange Shares, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, the Shareholder CommitmentLock-Up Agreement, the New Registration Rights Agreement, the Escrow Agreement, the forfeiture provisions of this Agreement Article II hereof and any Liens incurred by the Company ShareholdersSeller, and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.
Appears in 1 contract