Purchaser Stock Consideration. The Closing Shares will be, prior to the issuance, duly authorized, and when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable.
Purchaser Stock Consideration. The Purchaser Stock Consideration, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration contemplated by this Agreement, will be duly authorized and validly issued, fully paid and nonassessable, and will be free of preemptive rights and all mortgages, pledges, security interests, liens, charges, claims, restrictions, or other encumbrances of any nature and restrictions imposed by or through Purchaser other than restrictions as set forth in the governing documents of Purchaser and the Lockup Agreement.
Purchaser Stock Consideration. The Parties have agreed that the fair market value of the aggregate Purchaser Common Stock Consideration shall be $1.00 per share and that the fair market value of the aggregate Purchaser Preferred Stock Consideration shall be the Purchase Price less the fair market value of the aggregate Purchaser Common Stock Consideration.
Purchaser Stock Consideration. The Purchaser Stock Consideration will be, prior to the issuance, duly authorized, and when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable.
Purchaser Stock Consideration. (a) Each of Purchaser and Sorrento have taken all actions necessary to authorize and approve the issuance of the Purchaser Stock Consideration to be issued pursuant to this Agreement and, upon issuance, the Purchaser Stock Consideration to be issued pursuant to this Agreement will be validly issued, fully paid and non-assessable. There are no statutory or contractual stockholder preemptive rights or rights of refusal with respect to the issuance of the Purchaser Stock Consideration.
(b) The Purchaser Stock Consideration will be, prior to the issuance, duly authorized, and when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable. The creation, issue and allotment of the Purchaser Stock Consideration to the Members will comply with the Securities Act and the rules and regulations of all applicable Governmental Bodies.
Purchaser Stock Consideration. Assuming the accuracy of the Sellers’ relevant representations herein, the issuance and sale of the shares of Purchaser Stock to be issued to Sellers as Purchaser Stock Consideration (the “Purchaser Shares”) does not contravene the rules and regulations of the Nasdaq Capital Market. Without limiting the generality of any other representation or warranty of the Purchaser: (a) the Purchaser Shares when duly authorized and, when issued as provided for herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances other than restrictions on the transfer thereof as provided for herein; and (b) no further approval or authorization of any Purchaser stockholder, Purchaser board of directors or any other Person is required for the issuance and sale of the Purchaser Shares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Purchaser’s capital stock to which the Sellers shall be required to become party.
Purchaser Stock Consideration. The Sellers understand and agree that the Purchaser Stock received by such Seller as Purchaser Stock Consideration hereunder will be legended substantially as follows until such time that such Purchaser Stock is transferred pursuant to an effective registration statement or in accordance with an exemption from the registration requirements of the Securities Act, or until such time as the Purchaser may notify the transfer agent for such Purchaser Stock that the legend shall be removed: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.”
Purchaser Stock Consideration. To the extent that stock of the Purchaser shall be a component of the purchase consideration in this agreement, Purchaser warrants that the issuance and sale of the shares of Purchaser Stock to be issued to Sellers as Purchaser Stock Consideration (the “Purchaser Shares”) does not contravene the rules and regulations of the Nasdaq Capital Market, the Securities Act, the Exchange Act, or any local or state “blue sky” securities laws. Without limiting the generality of any other representation or warranty of the Purchaser: (a) the Purchaser Shares when duly authorized and, when issued as provided for herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances other than restrictions on the transfer thereof as provided for herein; and (b) no further approval or authorization of any Purchaser stockholder, Purchaser board of directors, or any other Person is required for the issuance and sale of the Purchaser Shares. There are no stockholders agreements, voting agreements, or other similar agreements with respect to any series of the Purchaser’s capital stock to which the Sellers shall be required to become party.
Purchaser Stock Consideration. To the extent that stock of the Purchaser shall be a component of the purchase consideration in this agreement, the Sellers understand and agree that the Purchaser Stock received by such Seller as Purchaser Stock Consideration hereunder will be legended substantially as follows until such time that such Purchaser Stock is transferred pursuant to an effective registration statement or in accordance with an exemption from the registration requirements of the Securities Act, or until such time as the Purchaser may notify the transfer agent for such Purchaser Stock that the legend shall be removed: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933.”
Purchaser Stock Consideration. The Parties have agreed that the fair market value of the aggregate Purchaser Stock Consideration shall be based on the volume-weighted average price for the Purchaser Common Stock for the five trading days immediately preceding the Closing Date. The number of shares constituting the aggregate Purchaser Stock Consideration shall be an amount which does not equal or exceed the number of shares which represent twenty percent (20%) of the number of shares of Purchaser Common Stock outstanding immediately prior to the issuance of the Purchaser Stock Consideration and is intended to comply with the requirements of Nasdaq Rule 5635(d) with regard to not requiring the approval of Purchaser’s stockholders.
