Valid Issuance of Equity Interests. The Equity Interests, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Company Operating Agreement. Assuming the accuracy of the representations of IPW in Section 3 of this Agreement and subject to the filings described in Section 2.6(ii) below, the Equity Interests will be issued in compliance with all applicable federal and state securities laws.
Valid Issuance of Equity Interests. All Equity Interests, sold and transferred to the Purchaser in accordance with the terms and for the consideration set forth in this Agreement, have been validly issued, fully paid and are nonassessable and free of restrictions on transfer.
Valid Issuance of Equity Interests. The Equity Interests, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, and free of restrictions on transfer (other than the requirement to wait to trade or transfer the Equity Interests until the resale registration statement described in Section 2.1 is filed with and approved by the SEC). White Oak is an express third-party beneficiary to this Section 4.9.
