Valid Issuance of Warrant Shares. Any Warrant Shares, if and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, any Ancillary Document, applicable state and federal securities laws, or Liens created by or imposed by the Seller. Assuming the accuracy of the representations of the Seller in Article 3, all Warrant Shares, when issued, will be issued in compliance with all applicable federal and state securities laws. Warrant Shares have been duly reserved for issuance, and, upon issuance in accordance with the terms of the Parent’s Organizational Documents, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, any Ancillary Document, applicable federal and state securities laws or Liens created by or imposed by the Seller.
Valid Issuance of Warrant Shares. When issued and delivered in accordance with the Warrant, the Warrant Shares will be duly and validly issued, fully paid and non-assessable, free and clear of any claims or pre-emptive rights and will have been issued in compliance with all applicable federal and state securities laws.
Valid Issuance of Warrant Shares. The Warrant Shares, when issued, sold, and delivered in accordance with the terms of the Warrant for the consideration expressed therein, shall be duly and validly issued, fully paid, and nonassessable and, based in part upon the representations of the Lender in this Agreement, will be issued in compliance with all applicable federal and state securities laws.
Valid Issuance of Warrant Shares. The Warrant Shares, 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 and the SMC Note, applicable U.S. federal and state securities laws, and liens or encumbrances created by or imposed by SMC, including liens or encumbrances under this Agreement and the SMC Note.
Valid Issuance of Warrant Shares. The Warrant Shares have been duly authorized and, when issued, sold and delivered in accordance with this Agreement and in accordance with, and upon exercise of, the Purchased Warrant, upon receipt by the Company of the exercise price therefor as set forth in the Purchased Warrant, will be validly issued, fully paid and nonassessable and will be free and clear of all liens, charges and encumbrances (collectively, “Encumbrances”) of any nature whatsoever except for (i) restrictions on transfer under this Agreement and under applicable Federal and state securities laws and (ii) Encumbrances created by the Purchaser; and the Warrant Shares have been duly authorized and validly reserved for issuance by the Company.
Valid Issuance of Warrant Shares. (a) The Warrant Shares have been duly and validly reserved for issuance and, upon issuance, sale and delivery in accordance with the terms of the Warrants for the consideration provided for therein, will be duly and validly issued, fully paid and nonassessable.
Valid Issuance of Warrant Shares. All Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant shall, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all liens, claims or other encumbrances created by the Company.
Valid Issuance of Warrant Shares. Before taking any action which would cause an adjustment pursuant to Section 8 hereof to reduce the Exercise Price below the then par value of the Warrant Shares, the Company shall take all corporate action necessary, in the opinion of its counsel (which may be counsel employed by the Company), in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted.
Valid Issuance of Warrant Shares. The Warrant Shares have been duly and validly issued by CSR and are fully paid and non-assessable, and when delivered pursuant to the terms of the Warrant, will not be subject to any preemptive or similar rights, entitled to the benefits thereof and free from all liens, encumbrance, charges and security interests (“Liens”) and taxes with respect to the issuance thereof and free of restrictions on transfer other than as expressly contemplated by the Transaction Documents and imposed by the applicable securities laws.
Valid Issuance of Warrant Shares. The shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), when issued, sold and delivered in accordance with the terms of the Warrants, will be duly and validly issued, fully paid and nonassessable and, based in part upon the representations of Nortel in this Agreement, the Warrant Shares will be issued in compliance with all applicable United States federal and state securities laws.
