The Purchased Shares. The Purchased Shares, when and if issued and allotted in accordance with this Agreement, will be duly authorized, validly issued, fully paid, non-assessable and free of any preemptive rights, and will have the rights, preferences, privileges and restrictions set forth in the Articles of Association and will be free and clear of any liens, claims, encumbrances or third party rights of any kind and duly registered in the name of the Purchasers in the Company’s share transfer register.
The Purchased Shares. Section 1.1 Issuance, Sale and Delivery of the Purchased Shares............................................1 Section 1.2 Closing........................................................................................1
The Purchased Shares. The Purchased Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens (other than restrictions on transfer arising under applicable securities laws) and will not be subject to preemptive or similar rights of shareholders (other than those imposed by the Investors).
The Purchased Shares. The Company has authorized the issuance and sale of up to 5,900,000 shares (the "Purchased Shares") of the previously authorized but unissued shares of its Preferred Stock to the Persons and in the respective amounts set forth in Exhibit 2.01A hereto. The designation, rights, preferences and other terms and conditions relating to the Preferred Stock shall be as set forth in Exhibit 2.01B hereto. Any shares of Common Stock issuable upon conversion of the Purchased Shares, and such shares when issued, are herein referred to as the "Conversion Shares".
The Purchased Shares. Subject to the satisfaction or waiver of the terms and conditions of this Agreement, on the Closing Date (as defined below), each Subscriber shall purchase and the Company shall sell to each Subscriber the Purchased Shares for the portion of the Purchase Price designated on the signature pages hereto.
The Purchased Shares. The purchased Shares upon issuance:
(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws;
(ii) have been, or will be, duly and validly authorized and on the date of issuance of the Shares, the Shares will be duly and validly issued, fully paid and nonassessable or if resold in a transaction registered pursuant to the 1933 Act and pursuant to an effective registration statement or exempt from registration will be free trading, unrestricted and unlegended;
(iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company; and
(iv) will not subject the holders thereof to personal liability by reason of being such holders.
The Purchased Shares. The Purchased Shares upon issuance:
(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the Securities Act and any applicable state securities laws;
(ii) have been, or will be, duly and validly authorized and on their respective dates of issuance, such Common Stock will be duly and validly issued, fully paid and non-assessable;
(iii) will not subject the holders thereof to personal liability by reason of being such holders; and
(iv) assuming the representations and warranties of Subscriber as set forth in Section 2 hereof are true and correct, will not result in a violation of Section 5 under the Securities Act.
The Purchased Shares. Shareholders shall assign and convey the Purchased Shares free and clear of all liens and encumbrances, at Closing.
The Purchased Shares. Upon the terms and subject to the conditions set forth in this Agreement, at Closing, the Company shall issue and sell to Purchaser and Purchaser shall purchase and accept from the Company the Purchased Shares.
The Purchased Shares. Such Seller is the legal and beneficial owner of the number of Purchased Shares shown as held by such Seller on Schedule A and on Closing KBB will acquire good and marketable title to such Purchased Shares free and clear of all Encumbrances.
