Valid Issuance of Buyer Common Stock. The Buyer Warrant has been duly authorized and validly issued, and, when issued in accordance with the terms and conditions of the Buyer Warrant, the shares of the Buyer’s common stock issuable under the Buyer Warrant will be duly authorized, validly issued, fully paid, and non-assessable and will not be subject to any preemptive rights or any Encumbrance not created by the applicable holder.
Valid Issuance of Buyer Common Stock. If shares of Buyer Common Stock are issued pursuant to Section 1.9(a), the shares of Buyer Common Stock, when issued, will be duly authorized, validly issued, fully paid and non-assessable, will not be subject to any preemptive or other statutory right of stockholders, will be issued in compliance with the Securities Act, the Exchange Act and state securities Laws, and will be free of any Encumbrances other than those created by the applicable Selling Securityholder.
Valid Issuance of Buyer Common Stock. The Buyer Common Stock, when issued and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable. Assuming the accuracy of each Seller’s representations above, the Buyer Common Stock will be issued in compliance with applicable federal and state securities laws.
Valid Issuance of Buyer Common Stock. The Buyer Common Stock being issued to the TopCo Sellers as a portion of the Merger Consideration, when issued and delivered in accordance with the terms of this Agreement, (a) will be duly and validly issued, fully paid and nonassessable and (b) upon the date of issuance will be free of restrictions on transfer other than restrictions on transfer that are (i) imposed by or under (x) this Agreement, (y) Applicable Laws or (z) a Person other than Buyer, or (ii) otherwise outside of Buyer’s control.
Valid Issuance of Buyer Common Stock. The Stock Consideration, when issued and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable. Assuming the accuracy of each Seller’s representations, the Stock Consideration will be issued in compliance with applicable federal and state securities laws.
Valid Issuance of Buyer Common Stock. The shares of Buyer Common Stock constituting the Stock Consideration, when issued, sold and delivered in accordance with the terms set forth in this Agreement, will be validly issued, fully paid and non-assessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and Liens created by or imposed by a Seller and will not be issued from any treasury shares of Buyer. Assuming the accuracy of the representations of the Sellers in ARTICLE II of this Agreement, the Stock Consideration will be issued in compliance with all applicable federal and state securities laws.
Valid Issuance of Buyer Common Stock. The Restricted Stock Consideration, when issued and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable. Assuming the accuracy of M. Xxxxxxx’x representations and warranties and the accuracy of the M. Xxxxxxx Accredited Investor Questionnaire, the Restricted Stock Consideration will be issued in compliance with applicable federal and state securities Legal Requirements.
Valid Issuance of Buyer Common Stock. Upon issuance and delivery of ------------------------------------ Buyer Common Stock to Seller at the Closing pursuant to this Agreement against payment of the consideration therefore contemplated hereby, the Buyer Common Stock will be validly issued, fully paid and nonassessable free and clear of all Liens other than (a) Liens set forth in the Securities Rights and Restrictions Agreement and (b) any Liens which may be created by Seller. The delivery of the Buyer Common Stock at the Closing will transfer to Seller good, absolute and valid title to, and beneficial ownership of, the Buyer Common Stock, other than Liens described in (a) and (b) of the preceding sentence. The issuance and sale of the Buyer Common Stock pursuant hereto will not give rise to any preemptive rights or rights of first refusal and will not violate any Law.
Valid Issuance of Buyer Common Stock. The shares of Buyer Common Stock to be issued pursuant to this Agreement has been duly authorized by all necessary corporate action on the part of Purchaser and will, when issued, be validly issued in compliance with all applicable federal and state securities Laws, fully paid and non-assessable, free and clear of all Encumbrances (other than restrictions on transfer imposed under applicable securities Laws), and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Organizational Documents of the Buyer or any agreement to which Buyer is a party or is otherwise bound. At the Closing, good and valid legal and beneficial title to the Buyer Stock Consideration will pass to Sellers, free and clear of any and all Encumbrances (other than restrictions on transfer imposed under applicable securities Laws). Section 3.6
Valid Issuance of Buyer Common Stock. The shares of Buyer Common Stock to be issued pursuant to the Merger have been duly authorized and reserved for
