Validity of Issuance. The Warrants to be issued to the Purchasers -------------------- pursuant to this Agreement and the Warrant Shares issued upon exercise of the Warrants will, when issued, be duly and validly issued, fully paid and nonassessable (assuming in the case of the Warrant Shares, payment of the exercise price is made in accordance with the terms of the Warrants).
Validity of Issuance. The Shares to be purchased and sold pursuant to this Agreement, will, when issued, sold, and delivered, be duly and validly issued, fully paid and nonassessable, and will be free and clear of any liens or encumbrances caused or created by the Company and, assuming the accuracy and completeness of the Subscribers' representations hereunder, will have been issued in compliance with all applicable state and federal securities laws.
Validity of Issuance. Each outstanding share of capital stock (or other equity interest) of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable and was issued free of preemptive (or similar) rights, and each such share is owned by the Company or another Subsidiary free and clear of all options, rights of first refusal, agreements, limitations on the Company’s or any Subsidiary’s voting, dividend or transfer rights, charges and other encumbrances or Liens of any nature whatsoever.
Validity of Issuance. The Purchaser Ordinary Shares issuable under the First Payment, the Second Payment and the Third Payment will be duly authorized and, when issued in accordance with the provisions of this Agreement and the Purchaser’s Organizational Documents, will be validly issued, fully paid, nonassessable and free from any Liens (except as otherwise set forth in this Agreement and applicable securities Laws).
Validity of Issuance. The Preferred Shares, when issued in accordance with Section 1.3 hereof, will be duly authorized, validly issued and fully paid and nonassessable.
Validity of Issuance. The Warrants to be issued to the Lender pursuant to this Agreement and the Warrant Shares issued upon exercise of the Warrants will, when issued, be duly and validly issued, fully paid and non-assessable, and free and clear of all liens, claims and encumbrances.
Validity of Issuance. The Share Consideration, when issued in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Validity of Issuance. The Warrants to be issued to the GTCR -------------------- Lender pursuant to this Agreement and the Warrant Shares issued upon exercise of the Warrants will, when issued, be duly and validly issued, fully paid and non- assessable, and free and clear of all liens, claims and encumbrances.
Validity of Issuance. The Shares being sold by the Seller hereunder have been duly authorized, and, upon the issuance of such Shares to the Buyer in accordance with the terms and provisions of this Agreement, such Shares will be validly issued, fully paid and nonassessable.
Validity of Issuance. The shares of WAXS Common Stock, when issued in accordance with Section 1.7 hereof, will be duly authorized, validly issued, fully paid and nonassessable.
