Status of the Shares. The Shares have been duly authorized and, when issued upon in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable shares of Parent Common Stock and will be free and clear of all Liens created by or through Parent. The issuance and delivery of the Shares is not subject to any preemptive right of shareholders of Parent that has not been waived or to any right of first refusal or other right in favor of any person that has not been waived.
Status of the Shares. The Shareholders are the lawful owners of all of the shares of the common stock of the Company, and the Shareholders have valid marketable title thereto, free and clear of all liens, pledges, encumbrances, restrictions on transfer, claims and equities of every kind. Except for this Agreement, there are no outstanding warrants, options or rights of any kind to acquire from the Shareholders any of the shares of the Company’s common stock held by the Shareholders.
Status of the Shares. To the best of Unimedia's knowledge, the Shares are duly authorized, validly issued and outstanding, fully paid, and nonassessable.
Status of the Shares. As of the Effective Time, all shares of Company Common Stock and Company Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any Company Common Stock or Company Preferred Stock (collectively, "Exchanging Company Shares") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such certificate in accordance with Section 3.3, without interest.
Status of the Shares. The Shares, and all of the shares of common stock issuable pursuant to the Earnout Agreement, have been duly authorized and, when issued in accordance with the terms of this Agreement or the Earnout Agreement, as applicable, will be validly issued, fully paid and nonassessable shares of common stock of Holdings and will be free and clear of all Liens. The issuance and delivery of all of such shares is not, and will not be, subject to any preemptive right of shareholders of Holdings that has not been waived or to any right of first refusal or other right in favor of any Person that has not been waived.
Status of the Shares. The Shares when issued and paid for by Optionee as provided herein shall be validly issued fully paid and non-assessable.
Status of the Shares. The Shares (i) have been duly authorized, validly issued, fully paid and are non-assessable, and will be such at the Option Exercise Closing, (ii) were issued in compliance with all applicable securities laws, and will be in compliance with such laws at the Option Exercise Closing, (iii) subject to restrictions under this Agreement, and applicable securities laws, have the rights and preferences set forth in the Memorandum and Articles of Association (“SSL Charter”), as amended, and will have such rights and preferences at the Option Exercise Closing, and (iv) are free and clear of all Encumbrances and will be free and clear of all Encumbrances at the Option Exercise Closing (other than Encumbrances created by Buyer and restrictions on the resale of the Shares under applicable securities laws).
Status of the Shares i. The Shares comprise all of the issued and outstanding shares in the capital stock of the Company and have been validly issued and are outstanding as fully paid and non-assessable shares, owned in each case free and clear of all charges. The Vendor is the beneficial and registered owner of the Shares as described in Section 1.1 (kk) and is entitled to sell the Subject Shares registered in its name. Purchase of shares of Richmond Institute of Languages Inc. 12 Xxxxxx Xxxxxx Xxxxx Law Corporation; S.Goszer & X. Xxxxxx
xx. No person, firm or corporation has any agreement or option or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any unissued shares or other securities of the Company.
Status of the Shares. The Parent is the lawful owner of all of the Shares and has valid marketable title thereto, free and clear of all liens, pledges, encumbrances, security interests, restrictions on transfer (other than restrictions under federal and state securities laws), claims and equities of every kind. Except for this Agreement, there are no outstanding warrants, options or rights of any kind to acquire from the Parent any of the Shares.
Status of the Shares. All of the Shares shall bear a restricted securities legend in accordance with the requirements of the 1933 Act and in all other respects the Shares shall be free of any claims, interests, or charges of any third party. All of the Shares shall be issued by the Company pursuant to and in conformity with the 1933 Act. The Company shall pay and assume all costs incurred in complying with state and federal securities laws.
