Valid Issuance of Ordinary Shares. The Ordinary Shares, when issued, sold, and delivered in accordance with the terms of this Warrant for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable and, based in part upon the representations and warranties of the Holders in this Warrant and the Holders’ compliance with applicable federal and state securities laws, will be issued in compliance with all applicable federal and state securities laws.
Valid Issuance of Ordinary Shares. The total number of shares of all classes which the Company has authority to issue is 200,000,000 Ordinary Shares, 20,000,000 Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares”), and 1,000,000 preference shares, $0.0001 par value per share (“Preference Shares”). As of the date hereof, the Company has issued and outstanding 11,983,333 Class B Ordinary Shares (of which up to 1,530,000 Class B Ordinary Shares are subject to forfeiture as described in the Registration Statement), no Ordinary Shares and no Preference Shares. All of the issued ordinary shares of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.
Valid Issuance of Ordinary Shares. The Ordinary Shares that are being purchased by GSK hereunder, when issued, sold and delivered in accordance with the terms of this Agreement and each Schedule for the consideration expressed in the applicable Schedule, 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 Governance Agreement, the Restated Articles and under applicable state and federal securities laws. The Ordinary Shares that are being purchased by GSK under this Agreement or any Schedule will not be subject to preemptive rights or rights of first refusal that have not been waived or complied with.
Valid Issuance of Ordinary Shares. The total number of all classes of ordinary shares which the Company has authority to issue is an unlimited number of Class A or Class B Ordinary Shares. As of the date hereof, the Company has issued 1,437,500 Class B Ordinary Shares (of which up to 187,500 Class B Ordinary Shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any shares of preferred stock. All of the issued ordinary shares of the Company has been duly authorized, validly issued, and is fully paid and non-assessable.
Valid Issuance of Ordinary Shares. The Shares 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 have been duly and validly authorized and issued and will be fully paid and non-assessable, will have been issued in compliance with the Companies Law 5759-1999 and the Israeli Securities Law 5728-1968, each as amended, and the regulations promulgated thereunder (assuming the accuracy of the Investor’s representations in Section 4.3) and will be free and clear of all liens, encumbrances, equities, claims and restrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws or as contemplated hereby, by the Lock-Up Agreement or by the Rights Agreement.
Valid Issuance of Ordinary Shares. The Shares that are being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement and registered on the register of members of the Company 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 under applicable state and federal securities laws. The Shares that are being purchased by the Investor hereunder will not be subject to preemptive rights or rights of first refusal that have not been waived or complied with.
Valid Issuance of Ordinary Shares. The allotment and issue of the Ordinary Shares upon any conversion of the Preference Shares in accordance with the Articles shall, at the relevant time, be duly authorized by all necessary corporate action on the part of the Company. The Ordinary Shares, when allotted and issued, will be duly and validly issued and fully paid up and will be free of restrictions on transfer and Encumbrances other than restrictions on transfer under this Agreement or applicable securities laws. The allotment and issue of such Ordinary Shares is not and will not be subject to any preemptive rights that have not been properly waived or complied with.
Valid Issuance of Ordinary Shares. The Ordinary Shares that are being purchased by GSK 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 Governance Agreement, the Restated Articles and under applicable state and federal securities laws. The Ordinary Shares that are being purchased by GSK under this Agreement will not be subject to preemptive rights or rights of first refusal that have not been waived or complied with.
Valid Issuance of Ordinary Shares. The Ordinary Shares of SmartForce underlying the ADSs to be issued pursuant to the Share Exchange will be, at the Share Exchange, duly authorized, validly issued and not subject to any call, preemptive or similar rights. Upon issuance of the ADSs issued pursuant to Article I, the right, title and interest to such ADSs (other than the Escrow Shares) will be transferred to Shareholders, free and clear of all Liens. The ADSs issued to the Shareholders, when issued and delivered to the Shareholders in accordance with this Agreement, shall be qualified for quotation on the Nasdaq National Market (subject to compliance with applicable securities laws).
Valid Issuance of Ordinary Shares. The Purchased Shares, when issued, sold and delivered in accordance with the terms hereof in consideration for the Purchase Price, will be (a) duly and validly issued, fully paid and non-assessable, and (b) free and clear of any pledges, encumbrances, attachments or other third party rights and of restrictions on transfer other than restrictions on transfer under applicable securities laws.
