Validity of Common Stock. The shares of Purchaser's Common Stock ------------------------ to be issued and delivered by the Purchaser in connection with the Merger have been duly authorized for issuance and will, when issued and delivered as provided in this Agreement, be duly and validly issued, fully paid and non- assessable.
Validity of Common Stock. All Common Stock delivered upon the exercise of the Warrants will be duly and validly issued, fully paid and nonassessable and the Company will pay all documentary and transfer taxes, if any, in respect of the original issuance thereof upon exercise of the Warrants.
Validity of Common Stock. When issued to the Purchaser against payment therefore, all Issued Shares will have been duly and validly issued, fully paid and non-assessable; shall not be subject to call or forfeiture rights and will be free and clear of any security interests, liens, claims, encumbrances or other adverse interests, other than those restrictions contemplated by the federal and state securities laws of the United States and the securities laws of Israel, and the rules of the TASE; and will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company.
Validity of Common Stock. The Company warrants and agrees that all ------------------------ shares of Common Stock which may be issued upon the exercise of this Warrant will, upon issuance, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period within which this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of this Warrant.
Validity of Common Stock. The Common Shares, when issued and paid for at the Closing, will constitute duly authorized, legally issued shares of Common Stock. The Common Stock underlying the Warrants, when issued in accordance with the terms thereof, will constitute duly authorized, legally and validly issued Common Stock, fully paid and non-assessable.
Validity of Common Stock. The Interest Payment Shares and the shares of Common Stock issuable upon the conversion of the Notes have been duly and validly reserved by the Corporation, and, upon issuance in accordance with the conversion provisions of the Notes, such share of Common Stock will be duly and validly issued, fully paid, non-assessable and free and clear of all Liens. If the Corporation has insufficient authorized shares, it will use its best efforts to increase the number of authorized shares as promptly as possible, or otherwise have sufficient shares available for issuance.
Validity of Common Stock. The Alanco Common Stock, when issued, sold and delivered to Excel in accordance with this Agreement for the consideration expressed herein, will be validly issued, fully paid and nonassessable and will be free and clear of all liens.
Validity of Common Stock. The shares of Purchaser Common Stock to be issued or delivered by the Purchaser in connection with the Merger have been duly authorized for issue and will, when issued and delivered as provided in this Agreement, be duly and validly issued, fully paid and non-assessable.
Validity of Common Stock. The Photocomm Common Stock, when issued, ------------------------ sold and delivered to Sunelco in accordance with this Agreement for the consideration expressed herein, will be validly issued, fully paid and nonassessable and will be free and clear of all liens.
Validity of Common Stock. The shares of Common Stock to be issued to the Shareholder hereunder as Merger Consideration will not be subject to any preemptive rights, rights of first refusal or other preferential rights that have not been waived, and such shares when issued and delivered in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and will be free of any liens or encumbrances whatsoever; provided, however, that such shares shall be subject to restrictions upon transfer under state and/or federal securities laws and as set forth herein. No holder of Common Stock has registration rights other than pursuant to that certain Registration Rights Agreement, dated as of May 8, 1996, by and among JMAC, Inc., Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxxxxx, Xxxxxxx X. Xxxxxxx and Karrington, a true and correct copy of which has been delivered to Kensington Management.
