Valid Shares. The issuance of the Class P Membership Units in connection herewith has been duly authorized on behalf of GHX and such units, when issued pursuant to this Agreement, will be duly and validly issued and outstanding, fully paid, and issued in accordance with the registration or qualification provisions of any relevant state securities laws, or pursuant to valid exemptions therefrom. Such issuance is not subject to preemptive rights or rights of first refusal or similar rights except as have been waived.
Valid Shares. The issuance of the Parent Common Stock in connection with the Merger has been duly authorized on behalf of Parent and such shares, when issued pursuant to this Agreement and the Merger Agreement, will be duly and validly issued and outstanding, fully paid and nonassessable.
Valid Shares. The Key Shares, when delivered to OFS ES pursuant to this Agreement, will have been duly and validly authorized and issued, will be fully paid and nonassessable, free and clear of all Encumbrances (other than restrictions under the Securities Act, the rules and regulations thereunder and state securities laws) and will not have been issued or sold in violation of the preemptive rights of any person or applicable federal or state securities laws.
Valid Shares. The issuance, sale and delivery of the Preferred Stock Portion and the Common Stock Portion will have been duly authorized by the Closing Date by all necessary corporate action on the part of ILD. ILD's Preferred Stock and Common Stock, when issued pursuant to this Agreement, will have been duly and validly authorized and issued, will be fully paid and nonassessable and will not have been issued in violation of the preemptive rights of any person.
Valid Shares. The Company Stock, when issued pursuant to this Agreement, will have been duly and validly authorized and issued, will be fully paid and nonassessable and will not have been issued in violation of the preemptive rights of any person or entity. Prior to the issuance of the Company Stock in payment of the Merger Consideration, the Company has 1,594,225 share of Common Stock issued and outstanding.
Valid Shares. The Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights; the Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to Bermuda’s The Companies Act of 1981 or the Organizational Documents of the Company or any of the Subsidiaries or any agreement or other instrument to which the Company is a party or to which it is bound; the Shares, when issued, will conform in all material respects to the to the description provided in the Prospectus Supplement and such description conforms in all material respects to the rights set forth in the instruments defining the same, including the Certificate of Designation.
Valid Shares. The Shares have been duly authorized and validly issued and are fully paid and non-assessable.
Valid Shares. 6 Section 2.9 No Violation, Litigation or Regulatory Action....... 6 Section 2.10 Parent Employees................................... 7 Section 2.11 Agreements; Action................................. 7 Section 2.12 Tax Returns and Payments........................... 7 Section 2.13 Intellectual Property.............................. 7 Section 2.14 Anti-Dilution and Other Shares..................... 7 Section 2.15 Real Property...................................... 7 Section 2.16
Valid Shares. The issuance of the Parent Common Stock in connection with the Merger has been duly authorized on behalf of Parent and such shares, when issued pursuant to this Agreement and the Merger Agreement, will be duly and validly issued and outstanding, fully paid and nonassessable. Parent is issuing the Parent Common Stock and the Post-Closing Notes in reliance on an exemption from the Securities Act and applicable state securities laws.
Valid Shares. The Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights; the Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to Bermuda’s The Companies Act of 1981 or the Organizational Documents of the Company or any of the Subsidiaries or any agreement or other instrument to which the Company is a party or to which it is bound.
