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 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. 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. 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. 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. 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 Common Shares to be sold hereby are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents at the First Closing or Second Closing, as applicable, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens and will not be subject to preemptive or similar rights of stockholders (other than those imposed by the Investors).
The Common Shares. The Common Shares have been duly authorized; the Treasury Shares have been duly issued and are held by the Seller as treasury stock; and when issued (in the case of the Unissued Shares) and sold as contemplated hereby, the Common Shares will be validly issued, fully paid and non-assessable shares of the Seller. No stockholder of the Seller has any preemptive or other subscription right to acquire any Common Shares. 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 to be issued and sold by the Company hereunder, when issued and delivered and paid for as provided herein, will be duly authorized, validly issued, fully paid, and nonassessable. The issuance of the Common Shares is not subject to any preemptive or similar rights. The issuance by the Company to the Purchaser of the Common Shares has been registered under the Securities Act and all Common Shares issuable pursuant to this Agreement, when delivered, will be freely transferable and tradable in the public markets by the Purchaser without restriction other than any restrictions arising solely from an act or omission of the Purchaser. The Registration Statement is effective and available for the issuance of the Common Shares thereunder and the Company has not received any notice that the Commission has issued or intends to issue a stop-order with respect to the Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section under the Registration Statement as supplemented by the Prospectus Supplement (as defined in Section 2.07 below) permits the issuance and sale of the Common Shares.
