Valid Issuance of Note. The Note when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided in this Agreement, will be duly and validly issued.
Valid Issuance of Note. The Note when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws.
Valid Issuance of Note. The Note that is being purchased by the ---------------------- Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Note, the Investor Rights Agreement and applicable state and federal securities laws. The units of membership interest issuable upon conversion of the Note purchased under this Agreement have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Operating Agreement of the Company, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Operating Agreement and under applicable state and federal securities laws. The Series A Preferred Stock that may be issued to the Investor upon exchange of the Note, when issued and delivered in accordance with the terms thereof, will be duly and validly issued, fully paid and nonassessable, and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investor Rights Agreement and applicable state and federal securities laws. The Class A Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement and under applicable state and federal securities laws.
Valid Issuance of Note. The Note has been duly authorized and, when issued in accordance with this Agreement, will be validly issued, and will constitute the legal, valid, and binding obligation of the Company, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights in general, and subject to general principles of equity (regardless of whether such enforceability is considered at a proceeding in equity or at law).
Valid Issuance of Note. The Note, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued. The Shares will, upon delivery thereof as a result of any conversion of the Note, be duly and validly issued and fully paid up, with no personal liability attaching to the ownership thereof.
Valid Issuance of Note. The Note, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be a validly issued obligation of the Company and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to the filings described in Section 2.6(ii) below, the issuance of the Note will not require registration under any applicable federal and state securities laws. The Common Stock issuable upon conversion of the Note has been duly reserved for issuance, and upon issuance in accordance with the terms of the Note, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchaser in Section 3 of this Agreement, and subject to Section 2.6 below, the Common Stock issuable upon conversion of the Note will be issued in compliance with all applicable federal and state securities laws.
Valid Issuance of Note. The Note, 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 any Liens and restrictions on transfer other than restrictions on transfer under applicable laws and the Note Documents. The shares issuable upon conversion, if any, of the Note (the “Conversion Shares”), when issued, sold and delivered in accordance with the terms of the conversion set forth in the Note for the consideration expressed therein, will be validly issued, fully paid and nonassessable and free of any Liens and restrictions on transfer other than restrictions on transfer under the applicable laws, the Note Documents, the Company Articles and the Shareholders Agreement. The Conversion Shares will be issued in compliance with all applicable laws. The sale of the Note and the subsequent conversion of the Note into Conversion Shares will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with prior to the Closing.
Valid Issuance of Note. The Note has been duly and validly authorized. The Note is, validly issued, fully paid, and nonassessable. The Securities, upon issuance, are, or will be, free and clear of any security interests, liens, claims, restrictions, adverse claims, or other encumbrances, other than restrictions upon transfer under federal and state securities laws.
Valid Issuance of Note. The issuance of the Note and the issuance of the Conversion Shares upon conversion of the Note (i) are duly authorized by the Company's articles of incorporation, (ii) are duly authorized to be issued by the Company's board of directors, (iii) when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable and will be free of any preemptive rights, taxes, security interests, adverse claims or restrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws. Assuming the accuracy of the representations and warranties contained in Section 4 hereof, the offer and sale of the Note and the Conversion Shares as contemplated hereby are exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and under applicable state securities and "blue sky" laws, as currently in effect.
Valid Issuance of Note. The Note, when issued, sold and delivered in accordance with the terms thereof and for the considerations set forth herein, will be free of restrictions on transfer, other than restrictions on transfer as set forth in the Note and under Applicable Law. Assuming the accuracy of the Purchaser’s representations in Section 6 below, the Note will be issued in compliance with Applicable Law, including securities laws of relevant jurisdictions. The Note has been duly authorized by the Issuer and, when executed and delivered by the Issuer in accordance with the terms of this Agreement and the Note, the Note will have been duly executed, issued and delivered by the Issuer and will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally.
