Valid Issue. When the Interests are issued to the Members as contemplated by this Agreement and the Capital Contributions required to be made by the Members are made, the Interests issued to the Members will be duly and validly issued and no liability for any additional capital contributions or for any obligations of the Company will attach thereto.
Valid Issue. The Company will ensure that all Conversion Shares issued pursuant to this Section VII, if any, will be duly and validly issued, fully-paid and non-assessable, and free and clear of all encumbrances, liens, mortgages and any other rights of third parties whatsoever.
Valid Issue. When Limited Partners make a Capital Contribution in return for Interests as contemplated by this Agreement, they will hold such Interests, which will represent valid obligations of the Partnership and in respect of which they will not be liable to make any additional capital contributions (except as they otherwise agree) and no obligations of the Partnership will attach thereto.
Valid Issue. The Interests issued to the Members have been duly and validly issued, and no liability for any additional Capital Contributions or for any obligations of the Company will attach thereto.
Valid Issue. Upon issuance, the Consideration Shares of restricted Company common stock issued in exchange for all the shares of Nanotailor’s capital stock shall be duly and validly authorized and issued, fully paid and non-assessable.
Valid Issue. All shares of Common Stock, which may be issued upon exercise of the Warrants are duly authorized and, upon issuance in accordance with the provisions of this Agreement, shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges and security interests.
Valid Issue. The Shares are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable, and free from all preemptive rights and encumbrances with respect to the issue thereof. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Shares in any third person or relating to the voting of the Shares. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the Shares, nor are there any securities convertible into the Shares.
Valid Issue. All Warrant Shares are duly authorized and, upon issuance in accordance with the provisions of this Agreement shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges and security interests (other than liens and security interests created by this Agreement or by the Holder thereof). SECTION 12.
Valid Issue. All of the Capital Stock of each Issuer whose securities constitute Pledged Stock has been duly and validly issued and is fully paid and nonassessable.
Valid Issue. The Stock being purchased by the Purchaser hereunder shall be at the Closings, duly and validly issued, fully paid, and non-assessable and in each instance have been issued in accordance with the registration requirements or applicable securities laW:4, including, without limitation, the Securities Act of 1933, as amended (the “Act”), or valid exemptions there from.
