Common use of Valid Issuance of Securities Clause in Contracts

Valid Issuance of Securities. The Shares, 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 non-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Appears in 11 contracts

Samples: Agreement and Plan of Reorganization (Intra Asia Entertainment Corp), Agreement and Plan of Reorganization (Etg Corp), Agreement and Plan of Reorganization (Kevcorp Services, Inc.)

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Valid Issuance of Securities. The Shares, 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 non-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Appears in 11 contracts

Samples: Agreement (Metaswarm Inc.), Agreement and Plan of Reorganization (T Bay Holdings Inc), Agreement and Plan of Reorganization (T Bay Holdings Inc)

Valid Issuance of Securities. The SharesSecurities, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, 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.

Appears in 5 contracts

Samples: Securities Purchase Agreement (NightCulture, Inc.), Securities Purchase Agreement (Mathewson Charles N), Securities Purchase Agreement (Grill Concepts Inc)

Valid Issuance of Securities. The SharesShares which are being purchased hereunder, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessablenonassessable and, and based in part upon the representations of Investor in this Agreement, the Shares will be free of restrictions on transfer other than restrictions on transfer under this Agreement issued in compliance with all applicable federal and under applicable state and federal securities laws.

Appears in 5 contracts

Samples: Option and Wholesale Purchase Agreement (Ligand Pharmaceuticals Inc), Option and Wholesale Purchase Agreement (Ligand Pharmaceuticals Inc), Stock Purchase Agreement (Lilly Eli & Co)

Valid Issuance of Securities. The Shares, Securities when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, 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.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Plastinum Polymer Technologies Corp.), Securities Purchase and Restructuring Agreement (Lenco Mobile Inc.), Securities Purchase Agreement (DigitalPost Interactive, Inc.)

Valid Issuance of Securities. The SharesShares which are being issued to the Buyer hereunder will be duly and validly authorized and, when issued, sold and delivered in accordance with the terms hereof and upon payment of this Agreement for the consideration expressed Purchase Price as provided herein, will be duly and validly issued, fully paid and non-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement preemptive rights and under applicable state free and federal securities lawsclear of all Liens.

Appears in 3 contracts

Samples: Purchase Agreement (Jones Apparel Group Inc), Purchase Agreement (Kasper a S L LTD), Purchase Agreement (Kasper a S L LTD)

Valid Issuance of Securities. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed hereinAgreement, will be duly and validly issued, fully paid and non-assessable, 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.

Appears in 3 contracts

Samples: Stock Purchase Option Agreement, Stock Purchase Option Agreement, Stock Purchase Agreement

Valid Issuance of Securities. The Shares, when issued, sold When issued and delivered in accordance with the terms of this Agreement for Agreement, the consideration expressed herein, Shares will be duly and validly issuedissued and outstanding, fully paid and non-assessable, free and clear of any claims or preemptive rights, and (assuming the representations and warranties of SUNBURST herein are true and correct in all material respects) will be free of restrictions on transfer other than restrictions on transfer under this Agreement have been issued in compliance with all applicable U.S. federal and under applicable state and federal securities lawslaw.

Appears in 1 contract

Samples: Stock Purchase and Merger Agreement (Prologic Management Systems Inc)

Valid Issuance of Securities. The SharesPurchased Stock, when issued, sold transferred and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on of transfer under this Agreement, the Transfer Agreement, the Pledge Agreement and under applicable state and federal securities laws, and will be issued in compliance with all federal and state securities laws.

Appears in 1 contract

Samples: Form of Stock Purchase Agreement (Hollywood Media Corp)

Valid Issuance of Securities. (a) The Shares, when issued, sold and delivered in accordance with the terms of this Agreement Agreement, respectively, for the consideration expressed herein, will be duly and validly issued, fully paid paid, and non-assessablenonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities lawslaws and under this Agreement.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Glu Mobile Inc)

Valid Issuance of Securities. The SharesSecurities being purchased by the Investors 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 non-assessable, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Appears in 1 contract

Samples: Investment Agreement (Viador Inc)

Valid Issuance of Securities. The SharesSecurities that are being purchased by Investor 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 paid, and non-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the First Refusal Agreement (as defined in Section 3.7) and under applicable federal and state and federal securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fonix Corp)

Valid Issuance of Securities. (a) The Shares, if and when issued, sold issued and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issuedissued and outstanding, fully paid paid, and non-assessable, assessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mandalay Media, Inc.)

Valid Issuance of Securities. The Shares, when issued, sold and delivered Shares issued in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, 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 liens or encumbrances created by or imposed by Management Holdings. The Shares will be issued in compliance with all applicable federal and state securities laws.

Appears in 1 contract

Samples: Conversion Agreement (Sentinel Energy Services Inc.)

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Valid Issuance of Securities. The SharesSecurities that are being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement and in accordance with their respective terms for the consideration expressed hereinherein and therein, will be duly and validly issued, outstanding, fully paid paid, and non-assessablenonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities lawsLaws.

Appears in 1 contract

Samples: Securities Purchase Agreement (Igi Inc)

Valid Issuance of Securities. The Shares, when issued, sold issued and delivered in accordance with the terms of this Agreement hereof in exchange for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement applicable federal and under state securities laws. Based in part upon the representations of the Executives in Section 3.28, the Shares will be issued in compliance with all applicable federal and state and federal securities laws.

Appears in 1 contract

Samples: Contribution Agreement (Diametrics Medical Inc)

Valid Issuance of Securities. The Shares and Warrant Shares, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and non-assessable, 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.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Geron Corporation)

Valid Issuance of Securities. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed hereinherein or therein, will be duly and validly issued, fully issued and fully-paid and non-assessable, and will be free . Based in part upon the representations of restrictions on transfer other than restrictions on transfer under the Subscriber in this Agreement and under subject to the completion of the filings referenced in Section 3.4 below, the Shares will be issued in compliance with all applicable federal and state and federal securities laws.

Appears in 1 contract

Samples: Subscription Agreement (Ip Technology Services, Inc.)

Valid Issuance of Securities. The Company Shares, when issued, sold and delivered in accordance compliance with the terms provisions of this Agreement for the consideration expressed hereinAgreement, will be duly and validly issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement issued in compliance with applicable federal and under applicable state and federal securities laws.. The

Appears in 1 contract

Samples: Securities Purchase Agreement (Emerge Interactive Inc)

Valid Issuance of Securities. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, and the Warrant Shares, when issued upon each Investor’s exercise of the Warrant issued to such Investor pursuant to the terms therein, will be duly and validly authorized and issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under the Lock-Up Agreement and applicable state and federal securities laws.

Appears in 1 contract

Samples: Form of Common Stock and Warrant Purchase Agreement (Geron Corp)

Valid Issuance of Securities. The Shares, when issued, sold issued and delivered allotted in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, and will be free of any Encumbrances or restrictions on transfer other than restrictions on transfer under this Agreement or any applicable law. Based in part upon the representations of the Investors in Section 3 of this Agreement and under subject to the provisions of Section 2.6 below, the Shares will be issued in compliance with applicable state and federal securities laws.

Appears in 1 contract

Samples: Share Subscription Cum Shareholders Agreement (Yatra Online, Inc.)

Valid Issuance of Securities. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under Agreement, the Investor Documents, applicable state and federal securities lawslaws and liens or encumbrances created by or imposed by the Undersigned.

Appears in 1 contract

Samples: Form of Subscription Agreement (CervoMed Inc.)

Valid Issuance of Securities. The SharesShares that are being issued to the Purchaser, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessablenonassessable. Based in part upon the representations of the Purchaser in this Agreement, and the Shares will be free of restrictions on transfer other than restrictions on transfer under this Agreement issued in compliance with applicable United States federal and under applicable state and federal securities laws.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Americomm Resources Corp)

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