Common use of Valid Issuance of Forward Purchase Shares Clause in Contracts

Valid Issuance of Forward Purchase Shares. The Forward Purchase Shares, 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 all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Buyer. Assuming the accuracy of the representations of the Buyer in this Agreement and subject to the filings described in Section 2.06 below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Forward Purchase Shares. (i) The Forward Purchase Shares, 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 all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the BuyerPurchaser. Assuming the accuracy of the representations of the Buyer Purchaser in this Agreement and subject to the filings described in Section 2.06 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Forward Purchase Shares. The Forward Purchase Additional Shares, if and when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and registered with the Issuer’s transfer agent, will be validly issued, fully paid and nonassessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Buyer. Assuming the accuracy of the representations of the Buyer in this Agreement and subject to the filings described in Section 2.06 below, the Forward Purchase Additional Shares will be issued in compliance with all applicable federal and state securities laws.