Valid Issuance of the Shares. When issued at the Closing, the Shares will be, duly authorized, validly issued, fully paid and non-assessable, free and clear from all taxes and liens, claims and encumbrances imposed by the Company, other than restrictions under applicable securities laws, and will not be subject to any preemptive rights or similar rights that have not been waived by the holders thereof.
Appears in 5 contracts
Samples: Restricted Stock Issuance Agreement (Pure Bioscience, Inc.), Securities Purchase Agreement (International Stem Cell CORP), Securities Purchase Agreement (International Stem Cell CORP)
Valid Issuance of the Shares. When issued at the Closing, the Shares will be, be duly authorized, validly issued, fully paid and non-assessable, free and clear from all taxes and liens, claims and encumbrances imposed by the Company, other than restrictions under applicable securities laws, and will not be subject to any preemptive rights or similar rights that have not been waived by the holders thereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Upay), Stock Purchase Agreement (Upay)
Valid Issuance of the Shares. When issued at the Closing, the Shares and Warrant will be (and, upon payment pursuant to the terms of the Warrant, the Warrant Shares will be), duly authorized, validly issued, fully paid and non-assessable, free and clear from all taxes and liens, claims and encumbrances imposed by the Company, other than restrictions under applicable securities laws, and will not be subject to any preemptive rights or similar rights that have not been waived by the holders thereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (International Stem Cell CORP), Securities Purchase Agreement (International Stem Cell CORP)