The Common Shares. The Common Shares have been duly authorized and are (or when issued as contemplated hereby will be) validly issued and constitute fully-paid and non-assessable shares of Common Stock, $0.01 par value, of the Seller. No stockholder of the Seller has any preemptive or other subscription right to acquire any shares of Common Stock. The Seller will convey to the Purchaser, on the date of Closing, good and valid title to the Common Shares free and clear of any liens, claims, security interests and encumbrances.
The Common Shares. The Common Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens (as defined below), except for the restrictions on transfer under federal, state and foreign securities laws.
The Common Shares. All of the Company’s Shares (whether common or preferred) including the LFGC Common Stock Shares have been duly authorized and validly issued and constitute fully-paid and non-assessable shares of common stock of the Company. No stockholder of the Company has any preemptive or other subscription right to acquire any shares of Common Stock. LFCG will convey to the MKG, on the Effective Date, good and valid title to the LFCG Common Stock Shares free and clear of any liens, claims, security interests and encumbrances
The Common Shares. All of the Foundation’s Common Stock Shares have been duly authorized and validly issued and constitute fully-paid and non-assessable shares of common stock of the Company. The Foundation will convey to MKG, on the Effective Date, good and valid title to the Foundation’s Common Stock Shares free and clear of any liens, claims, security interests and encumbrances other than the restriction that the shares have not been registered under the Securities Act of 1933.
The Common Shares. The Common Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens (other than restrictions on transfer set forth in this Agreement or imposed by applicable securities laws) and will not be subject to preemptive or similar rights of stockholders (other than those imposed by the Investor). When the Warrant Shares are issued in accordance with the terms of the Warrants, such shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens (other than restrictions on transfer set forth in this Agreement or imposed by applicable securities laws) and will not be subject to preemptive or similar rights of stockholders (other than those imposed by the Investor).
The Common Shares. The Common Shares are duly authorized and, when issued and paid for in accordance with this Agreement and the Transfer Agent Instructions, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens and will not be subject to pre-emptive or similar rights of stockholders (other than those imposed by the Investors). Assuming the continued validity and accuracy of each Investor’s representations and warranties contained in Section 3.2(c), the offer and sale of the Common Shares to the Investors pursuant to this Agreement are exempt from the registration requirements of the Securities Act and from the prospectus and registration requirements of applicable Canadian provincial securities laws and regulations.
The Common Shares. All of the Jutland Common Shares shall be validly issued, fully-paid and non-assessable shares of Jutland Common Stock, with full voting rights, dividend rights, and the right to receive the proceeds of liquidation, if any, as set forth in Jutland's Articles of Incorporation. All of the TPWA Common Shares shall be validly issued, fully-paid and non-assessable shares of TPWA Common Stock, with full voting rights, dividend rights, and the right to receive the proceeds of liquidation, if any, set forth in TPWA's Articles of Incorporation. All of the parties agree and covenant that they will not vote their shares of Jutland Common Stock in favor of any plan for a reverse split of the common stock or other plan or proposal to reduce the number of shares held by the parties hereto for a period of twenty four months from the execution hereof.
The Common Shares. The Reorganization was approved by the shareholders of the Buyer at the Meeting and on the date of this Agreement, the authorized capital of the Buyer consists of an unlimited number of Common Shares of which 23,997,938 have been validly issued and are outstanding. All of the Common Shares to be issued to the Seller hereunder have been duly authorized for issuance and allotted to the Seller and, when issued in accordance with the terms hereof, all such shares shall be validly issued as fully paid and nonassessable, free and clear of all liens, charges and encumbrances. There does not exist any pre-emptive right in favour of any person with respect to any of such shares. No Person has any agreement or any option, right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any unissued shares of the Buyer, other than as set forth in the Financial Statements, or otherwise publicly disclosed or as contemplated hereby.
The Common Shares. 6.1. MSGI represents and warrants that its Board of Directors has ratified the execution and delivery of this Agreement, the License Agreement, the Subscription Agreement, the Registration Rights Agreement, the Common Shares, and the transactions contemplated hereby and thereby.
6.2. Pursuant to the Subscription Agreement, MSGI has caused its transfer agent to issue and deliver a stock certificate evidencing Eight Hundred Sixty Five Thousand (865,000) shares of Common Stock registered in the name of Contractor’s nominee, Anyuser, Inc.
6.3. MSGI will cause its transfer agent to deliver a stock certificate evidencing Thirty Five Thousand (35,000) shares of Common Stock registered in the name of Contractor’s nominee, Anyuser, Inc., as soon as permitted by Nasdaq Rule 4350(i).
The Common Shares. The Common Shares are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens (other than those imposed by Investors) and will not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 3.2 hereof at the time of issuance of the Common Shares, the offer, issuance and sale of the Common Shares to the Investors pursuant to the Agreement are exempt from the registration requirements of the Securities Act.
