Valid Issuance of Stock Consideration. The Stock Consideration, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be 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 laws and liens or Encumbrances created by or imposed by a Purchaser. The Stock Consideration will be issued in compliance with all applicable federal and state securities laws.
Valid Issuance of Stock Consideration. The Stock Consideration that is being received by each Stockholder in exchange for the Series C Shares 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 nonassessable, will be free of all Claims and restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws and will not subject the holders thereof to personal liability by reason of being such holder. The common stock of the Company, par value $.001per share (the "COMMON STOCK") issuable upon conversion of the Stock Consideration purchased under this Agreement (based on an initial conversion price of $.30 per share), has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designation for the Series G Preferred Stock (the "SERIES G DESIGNATION") will be duly and validly issued, fully paid, and nonassessable and will be free of all Claims and restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws, and will not subject the holders thereof to personal liability by reason of being such holders.
Valid Issuance of Stock Consideration. The shares of Stock Consideration, when issued in accordance with this Agreement, (a) will be duly authorized, validly issued, fully paid and non-assessable, and (b) will be free of any Liens other than as a result of any action by The Limited or its Affiliates; provided, however, that the shares of Stock Consideration may be subject to restrictions on transfer under applicable securities laws, under this Agreement or under other Transaction Documents. The issuance of the shares of Stock Consideration is not and will not be subject to any preemptive rights or rights of first refusal applicable to the Parent that have not been properly waived or complied with.
Valid Issuance of Stock Consideration. The Parent Common Stock, when issued in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and liens or encumbrances created by or imposed by the TERRA Parties or as set forth in the Articles of Incorporation or Bylaws of the Parent and NHL. Assuming the accuracy of the representations of the TERRA Parties in this Agreement, the Parent Common Stock will be issued in compliance with all applicable federal, provincial, and state securities laws.
Valid Issuance of Stock Consideration. The Exchangeable Shares and the Parent Shares, when issued in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and liens or encumbrances created by or imposed by the ACZ Parties or as set forth in the Articles of Incorporation or Bylaws of the Parent and NHL. Assuming the accuracy of the representations of the ACZ Parties in this Agreement, the Parent Shares will be issued in compliance with all applicable federal, provincial, and state securities laws.
Valid Issuance of Stock Consideration. The shares of Renovare Common Stock being issued hereunder as Stock Consideration, when issued, sold, and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and nonassessable, and will be free of any Liens or restrictions on transfer other than restrictions under this Agreement, the other Transaction Documents, the Renovare Charter Documents and under applicable state and federal securities laws.
Valid Issuance of Stock Consideration. At the Closing, the Stock Consideration to be issued to the Seller hereunder will be duly and validly authorized and, when issued and delivered in accordance with the terms hereof for the consideration provided for herein, will be validly issued and non-assessable and will have been issued in compliance with all applicable US federal and state securities laws.
Valid Issuance of Stock Consideration. The shares of Stock Consideration, when issued in accordance with this Agreement, (a) will be duly authorized, validly issued, fully paid and non-assessable, and (b) will be free and clear of any Encumbrances other than as a result of any action by and Seller or its Affiliates; provided, however, that the shares of Stock Consideration are subject to restrictions on transfer under applicable securities Laws and the Transaction Documents. The issuance of the Stock Consideration is not subject to any preemptive rights or rights of first refusal applicable to Buyer, or any similar rights in respect thereof.
Valid Issuance of Stock Consideration. The Stock Consideration, when issued and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, not subject to preemptive rights, and free of restrictions on transfer other than restrictions on transfer under applicable U.S. state and federal securities laws and this Agreement and pursuant to any liens or encumbrances created by or imposed by a Seller. Assuming the accuracy of the representations of the Sellers in Section 4 of this Agreement, the Stock Consideration will be issued in compliance with all applicable federal and state Laws and all applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”).
Valid Issuance of Stock Consideration. The shares of Purchaser Common Stock issued as the Stock Consideration, when issued, sold and delivered to Seller, in accordance with the terms hereof, for the consideration described herein, will be duly authorized and validly issued, fully paid and nonassessable. Subject to the accuracy of the representations and warranties of Seller contained in Sections 3.24 through 3.29 hereof, the offer, issuance and sale by Purchaser to Seller of the shares of Purchaser Common Stock issued as the Stock Consideration is exempt from the registration requirements of the Securities Act and applicable state securities laws.
