The Warrants and Warrant Shares. Each Warrant has been duly authorized and, when executed and delivered as contemplated hereby, will constitute a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrants and when so issued in accordance with the terms of the Warrants will be validly issued, fully paid and non-assessable, subject, if applicable, to the approvals of its stockholders set forth on Schedule 3.
The Warrants and Warrant Shares. Each Warrant, when issued in accordance with this Agreement, will have been duly authorized by the Company and will constitute a valid and legally binding obligation of the Company in accordance with its terms, in each case except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and the Warrant Shares will have been duly authorized and reserved for issuance upon exercise of the applicable Warrant and when so issued will be validly issued, fully paid and non-assessable, and free and clear of any Encumbrances, other than liens or encumbrances created by this Agreement and the Shareholders Agreement, arising as a matter of applicable law or created by or at the direction of any Investor or any of its Affiliates.
The Warrants and Warrant Shares. Each Warrant has been duly authorized by the Company and constitutes a valid and legally binding obligation of the Company in accordance with its terms, except as the same may be limited by the Bankruptcy Exceptions, and the Warrant Shares have been duly authorized and reserved for issuance upon exercise of the applicable Warrant and when so issued will be validly issued, fully paid and non-assessable, and free and clear of any liens or encumbrances, other than liens or encumbrances created by the Transaction Documents, arising as a matter of applicable law or created by or at the direction of Walgreens, Alliance Boots or any of their respective Affiliates.
The Warrants and Warrant Shares. Each of the Warrants has been duly authorized by the Company and will, as of the date of the applicable Warrant Issuance, constitute a valid and legally binding obligation of the Company in accordance with its terms, except as the same may be limited by Bankruptcy Exceptions. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrants and, when so issued, will be validly issued, fully paid and non-assessable, and free and clear of any liens or encumbrances other than liens or encumbrances created by the Transaction Documents, arising as a matter of applicable Law or created by or at the direction of Amazon or any of its Affiliates. With respect to Section 2.2(d)(i) and (ii), references to the Charter Amendment Approval and NASDAQ Approval are deemed removed from the representation.
The Warrants and Warrant Shares. The Warrants have been duly authorized by the Company and constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the same may be limited by the Bankruptcy Exceptions, and the Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrants (except that the exercise of the Warrants in respect of any Warrant Shares in excess of 4,937,392 shares (the “Restricted Warrant Exercise”) will require the Stockholder Approval) and, from and after such approval, when so issued, will be validly issued, fully paid and non-assessable, and free and clear of any liens or encumbrances, other than liens or encumbrances created by the Transaction Documents, arising as a matter of Applicable Law or created by or at the direction of Amazon or any of its Affiliates.
The Warrants and Warrant Shares. The Warrants (including any Warrants issuable pursuant to Section 1.4) have been duly authorized and, when executed and delivered as contemplated hereby, will constitute a valid and legally binding obligation of the Company in accordance with their terms, and the shares of Common Stock issuable upon exercise of the Warrants (including any Warrants issuable pursuant to Section 1.4) (the “Warrant Shares”) have been duly authorized and reserved for issuance upon exercise of the Warrants and when so issued will be duly and validly issued, fully paid and non-assessable.
The Warrants and Warrant Shares. The Warrants have been duly authorized by the Company and constitute valid and legally binding obligations of the Company in accordance with their terms, except as the same may be limited by the Bankruptcy Exceptions, and the Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrants (except that the authorization of Warrant Shares issuable upon exercise of Warrant-A in respect of any Warrant Shares in excess of 11,111,020 shares and issuable upon exercise of Warrant-B in respect of any Warrant Shares subject thereto will require an amendment to the certificate of incorporation of the Company (the “Charter Amendment”), and the exercise of Warrant-B in respect of any Warrant Shares subject thereto will require the approval of the Company’s stockholders pursuant to the applicable rules of The NASDAQ Global Select Market (the “NASDAQ Authorization”)) and, from and after such amendment and approval, when so issued, will be validly issued, fully paid and non-assessable, and free and clear of any liens or encumbrances, other than liens or encumbrances created by the Transaction Documents, arising as a matter of applicable Law or created by or at the direction of Amazon or any of its Affiliates.
The Warrants and Warrant Shares. Each of the Warrants has been duly authorized by the Company and will, as of the date of the applicable Warrant Issuance, constitute a valid and legally binding obligation of the Company in accordance with its terms, except as the same may be limited by the Bankruptcy Exceptions. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrants (except that the authorization of any Warrant Shares issuable upon exercise of Warrant‑C or any Subsequent Warrant (for the avoidance of doubt, without giving effect to any “cashless” or “net” exercise provisions therein) (a “Restricted Share Authorization”) will require the approval of the Company’s stockholders of an amendment to the certificate of incorporation of the Company (the “Charter Amendment Approval”), and the exercise of Warrant-C or any Subsequent Warrant in respect of any Warrant Shares in excess of [*] shares (for the avoidance of doubt, without giving effect to any “cashless” Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. or “net” exercise provisions therein) (a “Restricted Warrant Exercise”) will require the approval of the Company’s stockholders pursuant to the applicable rules of The NASDAQ Global Select Market (the “NASDAQ Approval”)) and, when so issued (from and after the Charter Amendment Approval with respect to any Restricted Share Authorization, and from and after the NASDAQ Approval with respect to any Restricted Warrant Exercise), will be validly issued, fully paid and non-assessable, and free and clear of any liens or encumbrances, other than liens or encumbrances created by the Transaction Documents, arising as a matter of applicable Law or created by or at the direction of Amazon or any of its Affiliates.
The Warrants and Warrant Shares. The Warrants have been duly authorized by the Company and constitute a valid, legal, and binding obligation of the Company in accordance with their terms, except as the same may be limited by the Bankruptcy Exceptions. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrants, and when so issued, paid for, and delivered upon due exercise of the Warrants, will be validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances, other than liens or encumbrances created by or in accordance with the Transaction Documents, arising as a matter of Applicable Law or created by or at the direction of Amazon or any of its subsidiaries.
The Warrants and Warrant Shares
