Valid Issuance of the Stock. The Stock being issued to the Purchaser hereunder will, upon issuance pursuant to the terms hereof, be duly authorized and validly issued, fully paid, nonassessable and free of any liens or encumbrances created by the Corporation and will, assuming the accuracy of the representations and warranties made by the Purchaser to the Corporation, be in compliance with applicable state and federal securities laws.
Valid Issuance of the Stock. The Stock to be issued to the Investors pursuant to this Agreement, when issued 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, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Rights Agreement.
Valid Issuance of the Stock. No exceptions.
Valid Issuance of the Stock. When issued in accordance with this Agreement, the shares of Common Stock, will be (i) duly and validly issued, fully paid and nonassessable, free of any liens, options, encumbrances, proxies, adverse claims or restrictions imposed by the Company except as set forth in the Company's Amended and Restated Certificate of Incorporation, as amended (the "RESTATED CERTIFICATE OF INCORPORATION"), and (iii) assuming the accuracy of the Investor's representations in this Agreement at the time of such issuance, issued in compliance with all applicable federal and state securities laws.
Valid Issuance of the Stock. The Stock that are being purchased by the Investor 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, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement or upon exercise of the Warrant has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Determination or the Warrant, as applicable, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Warrant and under applicable state and federal securities laws.
Valid Issuance of the Stock. The Purchaser Stock to be issued to the Selling Shareholders in connection with the Merger, when issued and delivered in accordance with the terms of this Agreement and the other Transactional Agreements for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the other Transactional Agreements and the Rights Agreement.
Valid Issuance of the Stock. The Shares, when delivered in accordance with the terms herein, will be duly and validly issued, fully paid and non-assessable, and will be free of any liens and encumbrances.
Valid Issuance of the Stock. When issued in accordance with this Agreement, the Shares, will be (i) duly and validly issued, fully paid and nonassessable, free of any liens, options, encumbrances, proxies, adverse claims or restrictions imposed by the Company except as set forth in the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and (iii) assuming the accuracy of the Purchaser’s representations in this Agreement at the time of such issuance, issued in compliance with all applicable federal and state securities laws. The issuance by the Company of the Shares is exempt from registration under the Securities Act The Company has reserved a sufficient number of shares of Common Stock for issuance to Purchaser in accordance with the Company’s obligations under this Agreement.
Valid Issuance of the Stock. The Stock being purchased by the Purchaser hereunder will, upon issuance pursuant to the terms hereof, be duly authorized and validly issued, fully paid, nonassessable and free of any liens or encumbrances created by the Corporation and will, assuming the accuracy of the representations and warranties made by the Purchaser to the Corporation, be in compliance with applicable state and federal securities laws.
Valid Issuance of the Stock. When issued in accordance with this Agreement, the Common Shares will be (i) duly and validly issued, fully paid and nonassessable, free of any liens, options, encumbrances, proxies, adverse claims or restrictions imposed by the Company except as set forth in the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), (ii) assuming the accuracy of GSK’s representations in this Agreement at the time of such issuance, issued in compliance with all applicable federal and state securities laws and (iii) “Registrable Securities” pursuant to the Investors Rights Agreement.
