Shares Duly Authorized. The Shares to be issued to the Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable.
Shares Duly Authorized. All of the Shares to be issued to Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. All of the Amended Options to be acquired by Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized. All of the Shares issuable upon exercise of the Amended Options, will upon payment of the exercise price therefore, be duly authorized, validly issued, fully paid and non-assessable.
Shares Duly Authorized. The Shares to be issued to each such Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. Subject to the accuracy of the representations and warranties of the Investors to this Agreement, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act.
Shares Duly Authorized. The Shares to be issued by the Master Fund pursuant to this Plan have been duly authorized and, when issued and delivered pursuant to this Plan, will be legally and validly issued Class A and Class I shares of beneficial interest in the Master Fund and will be fully paid and nonassessable by the Master Fund, and no shareholder of the Master Fund will have any preemptive right of subscription or purchase in respect thereof.
Shares Duly Authorized. The Preferred Shares and Common Stock issuable upon conversion thereof have been duly authorized and upon issuance in accordance with their terms will be duly and validly issued and non-assessable.
Shares Duly Authorized. All of the Common Shares, Junior Preferred Shares and Senior Preferred Shares to be issued to Investor and GEI pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and shall be free and clear of all Liens (as defined in Section 3.1(b)), other than Liens created pursuant to the Stockholders Agreement. All of the Exchange Options to be issued to Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized. All of the Junior Preferred Shares issuable upon exercise of the Exchange Options, will upon payment of the exercise price therefore, be duly authorized, validly issued, fully paid and non-assessable and shall be free and clear of all Liens (as defined in Section 3.1(b)), other than Liens created pursuant to the Stockholders Agreement.
Shares Duly Authorized. The shares of Common Shares will be duly authorized in accordance with their terms, will be duly and validly issued, fully paid and non-assessable, and free from all taxes or Liens with respect to the issue thereof (other than taxes or Liens created by, under or through the Purchaser), and shall not be subject to preemptive rights, rights of first refusal and/or other similar rights of stockholders of the Company and/or any other individual or entity.
Shares Duly Authorized. The Shares are duly and validly authorized and when issued and delivered against payment pursuant to the terms of this Agreement will be duly and validly issued, fully paid, and nonassessable, and will be free of any liens or encumbrances with respect to the issuance thereof; provided, however, that the transfer of the Shares shall be subject to federal securities laws at the time a transfer is proposed. The Shares will conform to the description of the material terms thereof contained in the Base Prospectus under the caption "Description of Capital Stock".
Shares Duly Authorized. The Series B Preferred Shares and the Underlying Shares will be duly authorized in accordance with their terms, will be duly and validly issued, fully paid and non-assessable, and free from all taxes or Liens with respect to the issue thereof (other than taxes or Liens created by, under or through the Purchaser and the Other Purchasers), and shall not be subject to preemptive rights, rights of first refusal and/or other similar rights of stockholders of the Company and/or any other individual or entity.
Shares Duly Authorized. The 400,000 shares of common stock of Buyer described in paragraph 2(c) hereinabove, have been duly authorized and, when delivered to Seller, will be validly issued, fully paid and non-assessable shares of common stock of Buyer.
