Common use of Valid Issuance of Shares Clause in Contracts

Valid Issuance of Shares. The Shares sold and delivered in accordance with the terms hereof for the consideration expressed herein will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. Assuming the accuracy of the representations and warranties of the Investor set forth in Section 2.3, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws. Assuming the accuracy of the representations and warranties of the Investor set forth in Section 2.3, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities lawslaws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations and warranties of the Investor set forth Purchaser in Section 2.33 of this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Agreement, applicable state and federal securities lawslaws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations and warranties of the Investor set forth Purchaser in Section 2.33 of this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities lawslaws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations and warranties of the Investor set forth Purchasers in Section 2.33 of this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities lawslaws and liens or encumbrances created by or imposed by Purchaser. Assuming the accuracy of the representations and warranties of the Investor set forth Purchaser in Section 2.33 of this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities lawslaws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations and warranties of the Investor set forth Purchaser in Section 2.33 of this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein set forth herein, will be duly and validly authorized and issued, fully paid and nonassessable and nonassessable, free of restrictions on transfer other than restrictions on transfer under applicable state all taxes, liens and federal securities laws. Assuming the accuracy of charges, and, based in part upon the representations and warranties of the Investor set forth in Section 2.3this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein hereof, will be duly and validly issued, fully paid and, subject only to the payment by the Purchaser of the Delayed Consideration, nonassessable. The Shares, when issued, sold and nonassessable and delivered in accordance with the terms hereof, will be free of restrictions on transfer other than restrictions on transfer arising under applicable state and federal securities laws. Assuming the accuracy of the representations and warranties of the Investor set forth in Section 2.3, the Shares will be issued in compliance with all applicable federal and or state securities lawslaws and the Transaction Documents.

Valid Issuance of Shares. The Shares sold and delivered in accordance with the terms hereof for the consideration expressed herein will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. Assuming the accuracy of the representations and warranties of the Investor set forth in Section 2.33, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable non-assessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities lawslaws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations and warranties of the Investor set forth Purchasers in Section 2.3, 3 of this Agreement the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and ------------------------ delivered in accordance with the terms hereof for the consideration expressed herein hereof, will be duly and validly issued, fully paid and nonassessable and free and clear of any liens and, except as provided in this Agreement, will not be subject to restrictions on transfer arising through the Company other than restrictions on transfer under applicable state and federal securities laws. Assuming the accuracy of the representations and warranties of the Investor set forth in Section 2.3, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares being issued to the Purchaser hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein herein, will be duly and validly issued, fully paid and nonassessable non-assessable and free of restrictions on transfer other than restrictions on transfer under the Agreement and applicable state and federal securities laws. Assuming Subject to the accuracy provisions of the representations and warranties of the Investor set forth in Section 2.35.5 below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares sold to be issued hereby, when issued and delivered in accordance with the terms hereof for the consideration expressed herein herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer transfer, other than restrictions on transfer under applicable state this Agreement and federal securities laws. Assuming the accuracy of the representations and warranties of the Investor set forth in Section 2.3, the Shares will be issued in compliance with all under applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable non-assessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. Assuming the accuracy of the representations and warranties of the Investor set forth in Section 2.3the Token Terms, the Shares will be issued in compliance with all applicable federal securities laws and state securities lawsliens or encumbrances created by or imposed by the Purchaser.

Valid Issuance of Shares. The Shares Shares, when issued, sold and ------------------------ delivered in accordance with the terms hereof for the consideration expressed herein hereof, will be duly and validly issued, fully paid and nonassessable and free and clear of any liens and, except as provided in this Agreement, will not be subject to restrictions on transfer arising through the Sub other than restrictions on transfer under applicable state and federal securities laws. Assuming the accuracy of the representations and warranties of the Investor set forth in Section 2.3, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities lawslaws and liens or encumbrances created by or imposed by PureTech. Assuming Subject to the accuracy of the representations and warranties of the Investor set forth filings described in Section 2.33.6 below, the Shares will be issued in compliance with all applicable federal and state securities laws.. 3.6

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable non-assessable and free of restrictions on transfer other than restrictions on transfer under transfer, applicable state state, federal and federal foreign securities lawslaws and liens or encumbrances created by or imposed by Seller. Assuming the accuracy of the representations and warranties of the Investor set forth in Section 2.3, the The Shares will be issued in compliance with all applicable federal federal, state and state foreign securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Documents, applicable state and federal securities lawslaws and Liens created by or imposed by Seller. Assuming the accuracy of the representations and warranties of the Investor set forth in Section 2.3, the The Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable non-assessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities lawsliens or encumbrances created by or imposed by the Purchaser. Assuming Subject to the accuracy of the representations and warranties of the Investor set forth filings described in Section 2.32.7 below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under transfer, applicable state and federal securities lawslaws and liens or encumbrances created by or imposed by the Seller. Assuming the accuracy of the representations and warranties of the Investor set forth Seller in Section 2.3Article 4 of this Agreement and subject to required federal and state securities filings, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities lawslaws and liens or encumbrances created by or imposed by a Contributor. Assuming the accuracy of the representations and warranties of the Investor set forth Contributor in Section 2.3Sections 4.1 & 4.2 of this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. Assuming the accuracy of Based in part upon the representations of Sanmina in this Agreement and warranties of subject to the Investor set forth in Section 2.3provisions below, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares sold being purchased by the Investor hereunder, when issued, sold, and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein herein, will be duly and validly authorized and issued, will be fully paid and nonassessable nonassessable, will not be issued in violation of any preemptive or similar rights, and will be free and clear of all Encumbrances (including any restrictions on transfer transfer), other than restrictions on transfer under applicable state and federal securities laws. Assuming the accuracy of the representations and warranties of the Investor set forth in Section 2.3, the Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Shares Shares, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities lawslaws and liens or encumbrances created by or imposed by Seller. Assuming the accuracy of the representations and warranties of the Investor set forth Seller in Section 2.34 of this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.