Valid Issuance of Preferred Shares. The Preferred Shares, when issued in compliance with the provisions of this Agreement will be duly authorized, validly issued, fully paid and non-assessable, and will be free of any liens or encumbrances caused or created by the Company; provided, however, that all such shares may be subject to restrictions on transfer under state and federal securities laws as set forth herein, and as may be required by future changes in such laws.
Valid Issuance of Preferred Shares. The Series C Preferred Shares and Series C-1 Preferred Shares, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws and under the Ancillary Agreements). The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the Memorandum and Articles, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Ancillary Agreements). The issuance of the Series C Preferred Shares, the Series C-1 Preferred Shares and the Conversion Shares is not subject to any preemptive rights, rights of first refusal or similar rights.
Valid Issuance of Preferred Shares. The Preferred Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement and subject to the filings described in Section 2.6 below, the Preferred Shares will be issued in compliance with all applicable federal and state securities laws.
Valid Issuance of Preferred Shares. The Series A Preferred Shares, when issued in accordance with the terms of this Agreement for the consideration expressed herein, will be duly authorized, 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 and under the Charter, including the Articles Supplementary.
Valid Issuance of Preferred Shares. The Preferred Shares, when issued and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable shares of Series A Preferred Stock. The Company’s obligation to issue such Preferred Shares and to close according to the terms and conditions of this Agreement are contingent upon the Company’s having obtained all required authorizations.
Valid Issuance of Preferred Shares. The Preferred Shares to be issued and sold by the Company to Parent pursuant to this Agreement have been duly authorized and reserved for issuance by all necessary corporate action, and the Company will at all times from the date hereof, except if this Agreement terminates in accordance with its terms, have reserved for issuance the shares of Company Common Stock to be issued upon conversion by Parent of the Preferred Shares as provided for in the Certificate of Designations. When the Preferred Shares are issued and delivered to Parent against receipt of the consideration therefor, such shares will be validly issued, fully paid, non-assessable and free of preemptive rights and with no personal liability attaching to the ownership thereof and will be delivered to Parent free and clear of all Liens. The voting rights of the Preferred Shares provided for in the Certificate of Designations are validly authorized and shall not be subject to restrictions or limitations other than as set forth in Section 4.1.
Valid Issuance of Preferred Shares. Upon issuance to the Debt Holders at the Closing, the Preferred Shares will have been duly authorized and validly issued without violation of the preemptive rights of any Person and will be fully paid and nonassessable, free and clear of any Liens (other than those arising by or through the Debt Holder receiving such shares) and shall be entitled to the rights and preferences set forth in the Certificate of Designations. The issuance by the Company of the Preferred Shares is exempt from registration under the Securities Act of 1933 and state securities laws.
Valid Issuance of Preferred Shares. The Preferred Shares that will be purchased by the lender upon conversion, when issued, delivered and fully paid for in accordance with the terms of this Agreement, will be duly and validly authorized and issued, fully paid, nonassessable, and issued in compliance with all applicable Israeli laws, including Israeli securities laws, free of restrictions on transfer, preemptive or similar rights other than as set forth in this Agreement, the Shareholders Rights Agreement, the Amended Articles and under the applicable laws. The Ordinary Shares issuable upon conversion of the Preferred Shares in accordance with the Amended Articles have been duly authorized and reserved for issuance by all necessary corporate actions and, when issued and paid-for in accordance with the Amended Articles and this Agreement, will be duly and validly issued, fully paid, non-assessable and issued in compliance with all applicable Israeli laws, free of restrictions or transfer, preemptive rights or similar rights other than as set forth herein, the Amended Articles and applicable laws.
