Representations as to the Stock Payment. Upon consummation of the transactions contemplated by this Agreement and issuance of any Stock Payment to the Majority Stockholders pursuant to the terms hereof, all such Stock Payment will be duly authorized, validly issued, fully paid and non-assessable, and free and clear of any Encumbrance other than restrictions referenced on the legends on the certificates evidencing such shares or those contemplated by this Agreement. The issuance of any Stock Payment pursuant to the terms of this Agreement will not violate the certificate of incorporation or bylaws of the Buyer or any agreement or other Contract to which the Buyer is a party or by which the Buyer is bound or give rise to preemptive rights, preferential rights or any such other rights or claims on the part of any Person.
