Common use of Securities to be Issued to Seller Clause in Contracts

Securities to be Issued to Seller. Purchaser and Clearwire hereby jointly and severally represent and warrant to Seller that upon the issuance and delivery by Clearwire to Seller pursuant to this Agreement, the Clearwire Stock will be duly issued, fully paid and non-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Amended and Restated Stockholders Agreement dated March 16,2004, by and among Clearwire and Clearwire's stockholders to which Seller will be a party to by joinder, the Registration Rights Agreement dated March 16,2004 to which Seller will be a party to by joinder and applicable securities laws. Prior to the Closing, Clearwire shall deliver to Seller any updates to the Disclosure Memorandum or other updated disclosures it has delivered to third party investors prior to the Effective Date. Each of Purchaser and Clearwire represents and warrants that Clearwire's Board of Directors has approved the issuance of the Clearwire Stock pursuant to this Agreement and Clearwire's execution, delivery and performance of this Agreement. Subject in part to the truth and accuracy of the Seller's representations in Section 3.9, the offer, sale and issuance of the Clearwire Stock as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and applicable state securities laws, and Clearwire will take no action hereafter that would cause the loss of such exemptions.

Securities to be Issued to Seller. Purchaser and Clearwire hereby jointly and severally represent and warrant to Seller that upon the issuance and delivery by Clearwire to Seller pursuant to this Agreement, the Clearwire Stock will be duly issued, fully paid and non-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Amended and Restated Stockholders Agreement dated March 16,200416, 2004, by and among Clearwire and Clearwire's stockholders to which Seller will be a party to by joinder, the Registration Rights Agreement dated March 16,2004 16, 2004 to which Seller will be a party to by joinder and applicable securities laws. Prior to the Closing, Clearwire shall deliver to Seller any updates to the Disclosure Memorandum or other updated disclosures it has delivered to third party investors prior to the Effective Date. Each of Purchaser and Clearwire represents and warrants that Clearwire's Board of Directors has approved the issuance of the Clearwire Stock pursuant to this Agreement and Clearwire's execution, delivery and performance of this Agreement. Subject in part to the truth and accuracy of the Seller's representations in Section 3.9, the offer, sale and issuance of the Clearwire Stock as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and applicable state securities laws, and Clearwire will take no action hereafter that would cause the loss of such exemptions.