Common use of Valid Issuance of Purchased Shares Clause in Contracts

Valid Issuance of Purchased Shares. The Purchased Shares, when issued, sold and allotted in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens (except as provided under applicable securities Laws and under the Transaction Documents). The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the Amended M&AA, 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 Transaction Documents). The issuance of the Purchased Shares and Conversion Shares is or will not be subject to any pre-emptive rights, rights of first refusal or similar rights other than the relevant rights set forth in the Transaction Agreements.