Validity of Purchased Securities. Prior to the Closing, the Purchased Securities will have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement and the Company’s Second Amended and Restated Memorandum and Articles of Association currently in effect, and registered in the register of members of the Company, will be validly issued to the Purchaser free of any liens, claims or other encumbrances, except for restrictions on transfer provided for herein under the Securities Act or other applicable securities laws.
Validity of Purchased Securities. The Purchased Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued to Purchaser free of any liens, claims or other encumbrances, except for restrictions on transfer provided for herein, in the LLC Agreement or under the Securities Act or other applicable securities laws.
Validity of Purchased Securities. Upon issuance to the Investors as contemplated herein, the Notes issuable to the Investors hereunder will have been duly authorized and validly issued without violation of the preemptive rights of any Person and will be free and clear of any Liens (other than restrictions on transfer imposed by this Agreement, the other Transaction Documents and applicable securities laws), taxes or charges. Upon issuance following conversion of the Notes, the Underlying Shares will be duly authorized and validly issued without violation of the preemptive rights of any Person and will be fully-paid and nonassessable, free and clear of any Liens (other than restrictions on transfer imposed by this Agreement, the other Transaction Documents and applicable securities laws), taxes or charges.
Validity of Purchased Securities. The Purchased Securities, when issued, sold, and delivered in accordance with the terms and for the consideration expressed in this Agreement, will be duly and validly issued, fully-paid and non-assessable and will be free of any preemption or similar rights, liens or encumbrances. Save as otherwise provided under any of the Transaction Documents, at the Closing, the Series A Preferred Stock issuable upon the exercise of the Warrant has been duly and validly Reserved and, assuming such stock is issued to SAIF, upon issuance will be duly and validly issued, fully-paid and non-assessable and will be free of any preemption or similar rights, liens or encumbrances. Save as otherwise provided under any of the Transaction Documents, at the Closing, the Series A-1 Preferred Stock, when issued and delivered to SAIF in exchange for the Founders Shares, will be duly and validly issued, fully-paid and non-assessable and will be free of any preemption or similar rights, liens or encumbrances. The Common Stock issuable upon the conversion of the Series A Preferred Stock or the Series A-1 Preferred Stock in accordance with the Restated Memorandum and Articles, upon issuance in connection with such conversion, will be duly and validly issued, fully-paid and non-assessable and will be free of any preemption or similar rights, liens or encumbrances other than any liens or encumbrances created by or imposed thereon by the holders.
