Valid Issuance of Exchange Shares. The Shares have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefore, the Shares will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. The voting rights provided for in the terms of the Shares are validly authorized and shall not be subject to restriction or limitation in any respect.
Valid Issuance of Exchange Shares. The Exchange Shares have been duly and validly authorized and, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be fully paid and non-assessable.
Valid Issuance of Exchange Shares. The Exchange Shares being issued hereunder have been duly and validly authorized, and will be duly and validly issued, fully paid and nonassessable after issuance to the Compass Horizon Owners pursuant to this Agreement, and will be free of any liens, encumbrances or restrictions on transfer other than restrictions on transfer under applicable federal and state securities laws.
Valid Issuance of Exchange Shares. The Shares have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefore, the Shares will be validly issued, fully paid and non-assessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. The voting rights provided for in the terms of the Shares are validly authorized and shall not be subject to restriction or limitation in any respect.
Valid Issuance of Exchange Shares. The Exchange Shares have been duly authorized and validly reserved for issuance, and, when issued and delivered by Empire in accordance with the provisions of this Agreement, will (a) be duly authorized, validly issued, fully paid, and nonassessable and free of preemptive rights, and free and clear of all liens, claims, encumbrances, adverse interests of any kind and free of any restriction on transfer, other than restrictions on transfer under applicable federal and state securities laws, and (b) represent 80.25% of (i) Empire's issued and outstanding Common Stock, determined as of the Closing Date, on a fully diluted basis (full dilution for purposes of this Section shall include all shares of Common Stock, including shares of Common Stock held as treasury shares, shares of Common Stock reserved for issuance upon exercise of outstanding options to acquire Common Stock (whether vested or unvested) and shares of Common Stock reserved for issuance pursuant to warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Common Stock) and (ii) the voting rights in Empire. The Exchange Shares will be issued in compliance with all applicable federal and state securities laws. Upon issuance and delivery of the Exchange Shares by Empire in accordance with the provisions of this Agreement and consummation of the Redemptions in accordance with the provisions of this Agreement, the authorized, issued and outstanding capital stock of Empire will consist solely of (i) shares of Common Stock and (ii) 44,258 shares of Series B Preferred Stock.
Valid Issuance of Exchange Shares. The Exchange Shares have been duly and validly authorized and, when issued and delivered to the Exchanger in accordance with the terms of this Agreement, will be fully paid and non-assessable. The WRC Exchange Shares are being issued and delivered to the Exchanger, and the Initial Stockholder Exchange Shares are being issued and delivered to the Initial Stockholder, free and clear of any Encumbrances.
Valid Issuance of Exchange Shares. The Board has approved the issue of the Exchange Shares within the authorized capital of the Company, to waive the pre-emption rights of the existing shareholders and accept payment for the Exchange Shares and, when issued and delivered against payment therefor in accordance with the terms hereof, the Exchange Shares will be duly and validly issued, fully paid and non-assessable; and the issuance of the Exchange Shares is not, and will not be, subject to any preemptive or similar rights that have not been validly waived.
Valid Issuance of Exchange Shares. The Shares have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefore, the Shares will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. The voting rights provided for in the terms of the Shares are validly authorized and shall not be subject to restriction or limitation in any respect. The Shares will have Anti-Dilution Rights. The exceptions for the Anti-Dilution Rights are (1) for any merger or acquisition that has certified financial statements where the value exchanged is based on the current valuation of CLENERGEN UK and (2) for all investment at or equal to current valuation. The intent of the Anti-Dilution Rights exceptions is that CLENERGEN'S Valuation will not be reduced by these transactions.
Valid Issuance of Exchange Shares. When issued against receipt of the Series B Shares, the Series C Shares and the Warrants as provided in this Agreement, the Exchange Shares issued hereunder will be duly authorized and validly issued, fully paid and non-assessable, and, subject to accuracy of the representations and warranties of the Holders in Article IV, will be issued in compliance with applicable federal and state securities laws. The Exchange Shares will be free and clear of any mortgage, hypothecation, pledge, security interest, encumbrance, claim, lien (statutory or otherwise) or any similar types of restrictions or limitations, other than (a) those created by or imposed upon the holders through any action of the Holders and (b) restrictions on transfer under state and/or federal securities laws. Other than restrictions on transfer under state and/or federal securities laws, the Exchange Shares issued hereunder will not be subject to any preemptive rights, rights of first refusal or restrictions on transfer.
Valid Issuance of Exchange Shares. The Exchange Shares, when issued in compliance with the provisions of this Agreement, the Certificate of Incorporation and the Certificate of Designations, will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances or preemptive or other similar rights of the stockholders of the Corporation or others; PROVIDED, HOWEVER, that the Exchange Shares may be subject to restrictions on transfer (i) under state and/or federal securities laws or otherwise required by such laws at the time a transfer is proposed, (ii) as provided in the Certificate of Incorporation, or (iii) as set forth herein or in the Stockholders Agreement.
