Common use of Valid Issuance Clause in Contracts

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 91 contracts

Samples: Merger Agreement (Cara Therapeutics, Inc.), Merger Agreement (Kidpik Corp.), Merger Agreement (Skye Bioscience, Inc.)

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Valid Issuance. The Subject to Section 1.5(c), the Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 20 contracts

Samples: Merger Agreement (St. Bernard Software, Inc.), Agreement and Plan of Merger (Photon Dynamics Inc), Agreement and Plan of Merger and Reorganization (Clarent Corp/Ca)

Valid Issuance. The Parent Common Stock to be issued in connection with the Merger willwill be duly authorized and, when issued issued, delivered and paid for as provided in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable.

Appears in 12 contracts

Samples: Merger Agreement (Dala Petroleum Corp.), Merger Agreement (Dala Petroleum Corp.), Merger Agreement (Gulf & Orient Steamship Company, Ltd.)

Valid Issuance. The Parent Common Stock to be issued in connection with the Merger willwill be duly authorized and, when issued issued, delivered and paid for as provided in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable.

Appears in 10 contracts

Samples: Merger Agreement (Aftermarket Enterprises, Inc.), Merger Agreement (Cardiff International Inc), Merger Agreement (Wizzard Software Corp /Co)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be duly authorized, validly issued, fully paid and nonassessable.

Appears in 6 contracts

Samples: Merger Agreement (Lipson David S), Merger Agreement (Safeguard Scientifics Inc Et Al), Merger Agreement (Integrated Systems Consulting Group Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, Agreement be validly issued, fully paid and nonassessable.

Appears in 5 contracts

Samples: Merger Agreement (Myos Rens Technology Inc.), Merger Agreement (DropCar, Inc.), Merger Agreement (Alliqua BioMedical, Inc.)

Valid Issuance. The Subject to Section 1.5(d), the Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Caere Corp), Merger Agreement (Puma Technology Inc), Merger Agreement (Puma Technology Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger have been duly and validly reserved for issuance, and will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 3 contracts

Samples: Merger Agreement (Viggle Inc.), Merger Agreement (Viggle Inc.), Merger Agreement (Viggle Inc.)

Valid Issuance. The Subject to SECTION 1.5(C), the Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable, without violation of any preemptive or dissenter's rights and in full compliance with all applicable securities laws.

Appears in 3 contracts

Samples: Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc)

Valid Issuance. The Parent Common Stock to be issued in by virtue of the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 3 contracts

Samples: Merger Agreement (Scopus Technology Inc), Merger Agreement (Scopus Technology Inc), Merger Agreement (Siebel Systems Inc)

Valid Issuance. The Subject to Section 1.4(c), the Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 3 contracts

Samples: Merger Agreement (Papais Lou A), Merger Agreement (Long Terry J), Merger Agreement (La Man Corporation)

Valid Issuance. The Subject to Section 1.5, the Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 2 contracts

Samples: Merger Agreement (Conexant Systems Inc), Merger Agreement (Invision Technologies Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger I will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and issued in compliance with applicable securities laws.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Borland Software Corp)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be duly authorized, validly issued, fully paid and nonassessablenonassessable and not issued in violation of any preemptive rights.

Appears in 2 contracts

Samples: Merger Agreement (Clarent Corp/Ca), Merger Agreement (Act Networks Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger willMerger, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

Appears in 2 contracts

Samples: Merger Agreement (Flex Pharma, Inc.), Merger Agreement

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable, free and clear of all Encumbrances, except for any restrictions imposed under federal or state securities Laws.

Appears in 2 contracts

Samples: Merger Agreement (Kubient, Inc.), Merger Agreement (Kubient, Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.Indemnification, Etc.

Appears in 1 contract

Samples: Merger Agreement (Oclaro, Inc.)

Valid Issuance. The Intec Parent Common Stock to be issued in the Merger as the Merger Consideration will, when issued in accordance with the provisions of this Agreement, Agreement be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Merger Agreement (Intec Pharma Ltd.)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and free and clear of all liens or encumbrances.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Acuson Corp)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable. The Parent Common Stock to be issued upon conversion of the Notes and upon exercise of the Warrants will, when issued in accordance with the provisions hereof, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Merger Agreement (Zamba Corp)

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Valid Issuance. The Parent Common Stock common stock to be issued in the Merger Mergers will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Merger Agreement (Ebay Inc)

Valid Issuance. The Parent Common Stock to that may be issued in the Merger willMerger, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Merger Agreement (Oclaro, Inc.)

Valid Issuance. The Subject to Section 1.6(d), the Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Merger Agreement (Packeteer Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger willMerger, -------------- when issued in accordance with the provisions of this Agreement, Agreement will be validly issued, fully paid and nonassessable.;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Petsmart Com Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable, as described herein.

Appears in 1 contract

Samples: Merger Agreement (Titan Corp)

Valid Issuance. The Parent Common Stock to be issued in the Merger I will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable, and will be free of restriction on transfer, other than restriction on transfer under applicable Legal Requirements.

Appears in 1 contract

Samples: Merger Agreement (Molecular Devices Corp)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree from any and all preemptive rights.

Appears in 1 contract

Samples: Merger Agreement (Wind River Systems Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and upon consummation of the Merger, the shareholders of the Acquired Corporations will receive good and marketable title thereto free of Encumbrances.

Appears in 1 contract

Samples: Merger Agreement (Transition Analysis Component Technology Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and shall have been approved for quotation (subject to notice of issuance) on the Nasdaq National Market.

Appears in 1 contract

Samples: Merger Agreement (Interactive Group Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger willMerger, -------------- when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Merger Agreement (Onvia Com Inc)

Valid Issuance. The Subject to Section 1.5(c), the Parent Common Stock to be issued in the Merger willwill be, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Merger Agreement (Vitrix Inc /Nv/)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and be issued in compliance with all federal and state securities laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Pharmacopeia Inc)

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