The Purchased Securities. The Purchased Securities upon issuance:
The Purchased Securities. The Purchased Securities will be, as of the Closing Date, duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly issued, fully paid and non-assessable, and the issuance thereof will not be subject to any preemptive or similar rights.
The Purchased Securities. The Purchased Securities will be issued and registered in the name of the Subscriber or its nominee in accordance with the instructions provided by the Subscriber on page ii of this Agreement. The issue of the Purchased Securities will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities, options, warrants or rights.
The Purchased Securities. The Purchased Securities to be issued and sold by the Company hereunder have been duly authorized and, when issued and delivered against receipt of the consideration therefor as provided herein and contemplated by Section 2.01(a), will be duly and validly issued, will be fully paid and nonassessable. The Common Stock included in the Purchased Securities will conform to the descriptions thereof in the Company SEC Documents as filed on or prior to the Acquisition Agreement Date. The issuance of the Purchased Securities is not, and will not be, subject to any preemptive or similar rights.
The Purchased Securities. The Purchased Securities will, upon issuance, be duly authorized, legally and validly issued, fully paid and non-assessable, and free and clear of all liens, mortgages, pledges, and other encumbrances of any nature, unless expressly provided herein to the contrary.
The Purchased Securities. The Purchased Securities and the Common Shares issuable upon conversion of the Purchased Securities are duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly issued, fully paid and nonassessable, will have the rights set forth in the Certificate of Designations and the Company’s bye-laws and memorandum of association, as applicable, and the issuance thereof will not be subject to any preemptive, subscription or similar rights.
The Purchased Securities. (a) On the Closing Date (as hereinafter defined) and subject to the terms and conditions set forth herein, the Purchaser shall purchase and acquire and the Company shall sell to the Purchaser the Purchased Securities, including, without limitation, an aggregate of 120,000,000 Class A Common Shares and Equivalents. Such Purchased Securities shall be evidenced by the Company’s delivery to the Purchaser on the Closing Date of:
The Purchased Securities. The Purchased Securities (including the Class A Common Shares issuable upon conversion of the Series A Preferred Shares) and the Class B Common Shares will, upon issuance, be duly authorized, legally and validly issued, fully paid and non-assessable, and free and clear of all liens, mortgages, pledges, and other encumbrances of any nature, unless expressly provided herein to the contrary. Execution Copy
The Purchased Securities. On the Closing Date (as defined in Section 2.2 below), upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Lender agrees to purchase, the Purchased Securities for the Purchase Price. The Note shall bear interest and shall be due and payable as set forth therein.
The Purchased Securities. The Purchased Securities are duly authorized and, when issued and paid for in accordance with this Agreement and the Warrant, as applicable, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens except for restrictions on transfer imposed by applicable federal and state securities laws, and will not be subject to preemptive or similar rights of stockholders. The Company has reserved from its duly authorized capital stock the maximum number of Common Shares issuable upon exercise of the Warrant. The offer, issuance and sale to CIMSA of the Purchased Securities are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
