Common use of Validity of Purchased Securities Clause in Contracts

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.

Appears in 1 contract

Samples: Subscription Agreement (Mega Matrix Inc)

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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 CompanyAgreement, 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.

Appears in 1 contract

Samples: Subscription Agreement (FCCC Inc)

Validity of Purchased Securities. Prior to the Closing, the Purchased Securities issuance of the Shares 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 CompanyAgreement, will be validly issued to the Purchaser Investor free of any liens, claims or other encumbrances, except for restrictions on transfer provided for herein herein, in the Operating Agreement of the Company or under the Securities Act or other applicable securities laws.

Appears in 1 contract

Samples: Class B Share Subscription Agreement

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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 Third 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.

Appears in 1 contract

Samples: Subscription Agreement (Cheer Holding, Inc.)

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