Valid Issuance of Notes and Common Stock. The Securities 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 and the Ancillary Agreements and under applicable state and federal securities laws. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Notes, 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 Ancillary Agreements and under applicable state and federal securities laws.
Appears in 3 contracts
Samples: Note Purchase Agreement (Orion Energy Systems, Inc.), Note Purchase Agreement (Orion Energy Systems, Inc.), Note Purchase Agreement (Orion Energy Systems, Inc.)
Valid Issuance of Notes and Common Stock. The Securities Notes that are being purchased by the Investor Investors hereunder, when issued, sold 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 Nonassessablenonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements Registration Rights Agreement and under applicable state and federal securities laws. The Conversion Shares have Common Stock issuable upon conversion of the Notes being purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Notes, and will be duly and validly issued, fully paid, and Nonassessable nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements Registration Rights Agreement and under applicable state and federal securities laws.
Appears in 3 contracts
Samples: Convertible Subordinated Note Purchase Agreement (Tumbleweed Communications Corp), Convertible Subordinated Note Purchase Agreement (Interface Systems Inc), Convertible Subordinated Note Purchase Agreement (Tumbleweed Communications Corp)
