Valid Issuance of the Common Stock. The shares of Common Stock, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, shall be duly and validly issued and will be free of restrictions on transfer directly or indirectly created by the Company other than restrictions on transfer under this Agreement and under applicable federal and state securities laws.
Valid Issuance of the Common Stock. The Shares (a) are duly authorized and, upon their issuance pursuant to the Exchange against delivery of the Exchanged Notes, will be validly issued, fully paid and non-assessable, (b) will not, at the applicable Closing at which such Shares are issued, be subject to any preemptive, participation, rights of first refusal or other similar rights, and (c) assuming the accuracy of each Holder’s representations and warranties hereunder, (i) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act, and (ii) will, at the applicable Closing at which such Shares are issued, be free of any restrictions on resale by such Holder pursuant to Rule 144 promulgated under the Securities Act.
Valid Issuance of the Common Stock. (a) The shares of Common Stock issuable upon exercise of the Warrants in accordance with the terms of the Warrants have been (or will, by the First Closing Date, be) duly authorized by SkyTerra and, when delivered in accordance with the terms of the Warrants (a) will be validly issued, fully paid and nonasessable, (b) assuming the waiver by the Purchasers of certain preemptive rights pursuant to Section 16.17 of the MCSA, will not be subject to any preemptive rights or any other similar contractual rights of the stockholders of SkyTerra or any other Person, and (c) will be delivered to the Purchasers or their designated transferee, free and clear of any Encumbrances (defined for purposes hereof without regard to the exceptions set forth in clauses (a) and (b) of the definition of Encumbrance) which are imposed by SkyTerra, or arise as a result of SkyTerra's action or omission. SkyTerra has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon the exercise in full of the Warrants.
(b) The shares of Voting Common Stock issuable upon exchange of the shares of Non-Voting Common Stock in accordance with the terms of Section 8.1 hereof have been duly authorized by SkyTerra and, when delivered in accordance with the terms of this Agreement (a) will be validly issued, fully paid and nonasessable, (b) will not be subject to any preemptive rights or any other similar contractual rights of the stockholders of SkyTerra or any other Person, and (c) will be delivered to the Purchasers or their designated transferee, free and clear of any Encumbrances (defined for purposes hereof without regard to the exceptions set forth in clauses (a) and (b) of the definition of Encumbrance) which are imposed by SkyTerra, or arise as a result of SkyTerra's action or omission. SkyTerra has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon the exchange in full of the Non-Voting Common Stock.
Valid Issuance of the Common Stock. The Shares (a) are duly authorized and, upon their issuance pursuant to the Exchange against delivery of the Exchanged Notes, will be validly issued, fully paid and non-assessable, (b) will be issued in compliance with all pre-emptive, participation, rights of first refusal and other similar rights applicable to the Shares, and (c) assuming the accuracy of the Holder’s representations and warranties hereunder, (i) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D, (ii) will be free of any restrictions on resale by the Holder pursuant to Rule 144 promulgated under the Securities Act, and (iii) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Shares. Subject to the accuracy of the representations and warranties of the Holder hereunder, the Company will take all actions, including, without limitation, the issuance by legal counsel of any reasonably necessary legal opinions, necessary to issue Shares that are freely tradable on each national securities exchange on which the Common Stock is then listed without restriction and without restrictive legends.
Valid Issuance of the Common Stock. The Initial Common Stock to be purchased by Investor hereunder will, upon issuance in accordance with the terms hereof, be duly and validly issued, fully paid and nonassessable and will be free from any liens or encumbrances (except for the restrictions on transfer provided in this Agreement with respect to federal and state securities laws or liens or encumbrances created by the holder thereof). Based in part upon the representations of Investor in Section 4 of this Agreement, the Common Stock and the Warrant Stock, when issued and delivered in accordance with this Agreement or the Warrant, respectively, will be issued in compliance with federal and all applicable state securities laws. Upon exercise of the Warrant and payment of the exercise price, the Warrant Stock to be purchased by Investor under the Warrant will, upon issuance pursuant to the terms of the Warrant, be duly and validly issued, fully paid and nonassessable and will be free from any liens or encumbrances (except for the restrictions on transfer provided in this Agreement with respect to federal and state securities laws or liens or encumbrances created by the holder thereof).
Valid Issuance of the Common Stock. The Exchanged Shares (i) have been duly authorized and, upon their issuance pursuant to the Exchange against delivery of the Exchanged Notes, will be validly issued, fully paid and non-assessable, (ii) will not, at the Closing, be subject to any preemptive, participation, rights of first refusal or other similar rights, (iii) assuming the accuracy of the Noteholder’s representations and warranties hereunder, will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act, and (iv) will be issued without any legends that restrict the transfer of such Exchange Shares under the U.S. federal securities laws. Upon delivery of such Exchange Shares to the Noteholders pursuant to this Agreement, such Exchange Shares shall be free and clear of all Liens created by the Company.
Valid Issuance of the Common Stock. The Shares to be issued to the Holders at the Closing and any Additional Closing (a) are duly authorized and, upon their issuance at the Closing or such Additional Closing, will be validly issued, fully paid and non-assessable, (b) will not, at the Closing or Additional Closing at which such Shares are issued, be subject to any preemptive, participation, rights of first refusal or other similar rights, and (c) assuming the accuracy of each Holder’s representations and warranties hereunder, will be issued in a private placement transaction exempt from the registration requirements of the Act pursuant to Section 4(a)(2) of the Act.
Valid Issuance of the Common Stock. At the Closing Date or the Option Closing Date, the Underwritten Securities and the Option Securities, as the case may be, will be duly authorized and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.
Valid Issuance of the Common Stock. The Shares (a) are duly authorized and, upon their issuance pursuant to the Exchange against delivery of the Exchanged Debenture, will be validly issued, fully paid and non-assessable, and (b) assuming the accuracy of the Holder’s representations and warranties hereunder, (i) will be free of any restrictions on resale by the Holder under Rule 144 promulgated under the Securities Act, and (ii) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Shares and all pre-emptive, participation, rights of first refusal and other similar rights applicable to the Shares.
Valid Issuance of the Common Stock. The Units of Common Stock, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, shall be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer directly or indirectly created by the Company other than restrictions on transfer under this Agreement and under applicable federal and state securities laws.
