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.
Appears in 3 contracts
Samples: Series C Convertible Preferred (CURAXIS PHARMACEUTICAL Corp), Series a Convertible Preferred (CURAXIS PHARMACEUTICAL Corp), Series B Convertible Preferred (CURAXIS PHARMACEUTICAL Corp)
Valid Issuance of Preferred Shares. The Preferred Shares, when issued and delivered in compliance accordance with the provisions terms of this Agreement for the consideration provided for herein, will be duly authorized, and validly issued, fully paid and non-assessablenonassessable and shall not be subject to, and will be free or bound or affected by, any proxies, voting agreements, or other restrictions on the incidents of ownership or Liens 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 lawsnature.
Appears in 2 contracts
Samples: Asset Acquisition Agreement (Netplex Group Inc), A Asset Acquisition Agreement (Applied Intelligence Group Inc)
Valid Issuance of Preferred Shares. The Preferred Shares, when issued and subscribed to in compliance accordance with the provisions of terms and conditions set forth in this Agreement Agreement, will be duly authorized, validly issued, issued and 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 other than restrictions on transfer under this Agreement, applicable state and federal securities laws as set forth herein, and as may be required liens or encumbrances created by future changes in such lawsor imposed upon an Investor.
Appears in 1 contract
Valid Issuance of Preferred Shares. The Preferred Shares, when issued and subscribed to in compliance accordance with the provisions of terms and conditions set forth in this Agreement Agreement, will be duly authorized, validly issued, issued and 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 other than restrictions on transfer under this Agreement, applicable state and federal securities laws as set forth herein, and as may be required liens or encumbrances created by future changes in such laws.or imposed upon an Investor. 4.7
Appears in 1 contract
Samples: Investment Agreement