Share Consideration. The Share Consideration shall be, at the time of issuance, duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens and will not be issued in breach or violation of any preemptive rights or Contract. Assuming the accuracy of Seller Parent’s representations and warranties set forth in Section 4.23, the issuance of the Share Consideration in accordance with the terms set forth in the Agreement is exempt from registration under the Securities Act and otherwise issued in compliance with all Laws.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Icu Medical Inc/De), Stock and Asset Purchase Agreement (Icu Medical Inc/De)
Share Consideration. The Share Consideration shall be, at the time of issuance, duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens and will not be issued in breach or violation of any preemptive rights or Contractinterests of any third parties. Assuming the accuracy of Seller Parent’s representations and warranties set forth in Section 4.23, the issuance of the The Share Consideration in accordance will, upon its issuance, rank equally with and have the terms set forth in same voting rights, dividend rights and other entitlements as the Agreement is exempt from registration under the Securities Act and otherwise issued in compliance with all Lawsother fully paid Buyer Ordinary Shares.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/), Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/)