Valid Issuance of Units. The Units, 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 this Agreement or the LLC Agreement, applicable state and federal securities laws and liens and restrictions created by or imposed by Executive.
Appears in 4 contracts
Samples: Unit Grant Agreement (Authentic Brands Group Inc.), Unit Grant Agreement (Authentic Brands Group Inc.), Unit Grant Agreement (Authentic Brands Group Inc.)
Valid Issuance of Units. The Units, when issued, sold and delivered in accordance with the terms and hereof for the consideration set forth in this Agreementexpressed herein or therein, will be duly and validly issued, fully issued and fully-paid and nonassessable and free non-assessable. Based in part upon the representations of restrictions on transfer other than restrictions on transfer under the Subscribers in this Agreement or and subject to the LLC Agreementcompletion of the filings referenced in Section 3.4 below, the Units will be issued in compliance with all applicable federal and state and federal securities laws and liens and restrictions created by or imposed by Executivelaws.
Appears in 3 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Valid Issuance of Units. The Units, when issued, sold 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 and free of restrictions on transfer other than restrictions on transfer under this the Operating Agreement or and the LLC Transaction Agreement, applicable state and federal securities laws and liens and restrictions or encumbrances created by or imposed by Executivea Transferor.
Appears in 3 contracts
Samples: Contribution Agreement (KMF Investments Partners Lp), Contribution Agreement (West Family Investments, Inc.), Contribution Agreement (Mitchell Noah Malone III)
Valid Issuance of Units. The UnitsUnits being purchased by the Buyer hereunder, when issuedtransferred, sold and delivered in accordance with the terms and of this Agreement for the consideration set forth in this Agreementexpressed herein, will be duly and validly issued, fully paid and nonassessable and will be free of liens and restrictions on transfer transfer, other than restrictions on transfer under this Agreement or and, following the LLC AgreementClosing, under applicable state and federal securities laws and liens and restrictions created by or imposed by ExecutiveLaws.
Appears in 1 contract
Samples: Unit Purchase Agreement (Victory Capital Holdings, Inc.)
