Validity of Shares, Etc. Each of the Shares when issued to Purchaser in accordance with the Chapter 11 Plan and this Agreement will be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights of third parties, except for the preemptive rights included in Exhibit A. At the Closing, Purchaser will acquire good and valid title to the Shares, free and clear of any and all liens, Claims, security interests, encumbrances, restrictions on voting or alienation or otherwise, or adverse interests, except as may be created by Purchaser, the Transaction Documents, Exhibit A or by applicable Securities Laws. All issued and outstanding shares of capital stock, if any, of each Significant Subsidiary of the Company have been duly authorized and validly issued, and are fully paid, non-assessable and free of preemptive rights of third parties.
Validity of Shares, Etc. The Shares have been duly authorized and, when issued and sold in accordance with this Agreement, will be validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Company's certificate of incorporation and restrictions on transfer pursuant to applicable securities laws
Validity of Shares, Etc. Each share of the New Common Stock when issued to the Series B Holders pursuant to this Agreement will be duly authorized, validly issued, fully paid and non-assessable, will be issued in compliance with all applicable state and federal laws concerning the issuance of securities, and will not be subject to any liens, claims, encumbrances, options, pledges, security interests, and restrictions on voting or alienation or otherwise, whether arising by agreement, operation of law or otherwise (“Liens”), and upon consummation of the Transactions, each of the Series B Holders shall acquire good and valid title to the shares of the New Common Stock, free and clear of all Liens.
Validity of Shares, Etc. The Shares, the Warrants and the Warrant Shares have been duly authorized, and the Shares and the Warrant Shares, when issued and sold in accordance with this Agreement and the Warrant, respectively, will be validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Company's certificate of incorporation and restrictions on transfer pursuant to applicable securities laws, this Agreement and the Warrant, as applicable.
Validity of Shares, Etc. Each of the Shares has been duly authorized for issuance and, when issued to Purchaser for the consideration set forth herein and as otherwise provided herein, will be duly and validity issued, fully paid, non-assessable and free of preemptive rights. Upon issuance of the Shares in accordance with the terms and conditions of this Agreement or upon conversion (if applicable) of the Shares from time to time, Purchaser will acquire good and valid title to such shares of Common Stock, free and clear of any and all liens, claims, security interests, encumbrances, restrictions on voting or alienation or otherwise, or adverse interests (collectively, "LIENS"), except as may be created by Purchaser, the Transaction Documents or by applicable securities Laws.
Validity of Shares, Etc. Each of the Purchased Shares when issued in accordance with the Confirmed Chapter 11 Plan and this Agreement will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. At the Closing, New Valley will acquire good and valid title to the Purchased Shares, free and clear of any and all Liens, except as may be created by New Valley or by applicable securities Laws.
Validity of Shares, Etc. (i) The Exchange Shares issued by USAi to Liberty HSN II are duly authorized, validly issued, fully paid and non-assessable, and are free of any Encumbrances (as defined herein) (other than those (x) arising under the Amended and Restated Governance Agreement, dated as of December 16, 2001, among USA, Vivendi Universal, S.A. ("Vivendi"), Universal, Liberty and Barry Diller (the "Governance Agreement") or the Amended and Rexxxxxx Xxxxxholders Agreement, dated as of December 16, 2001, among Universal, Liberty, Barry Diller and Vivendi (the "Stockholders Agreement") (the Goxxxxxxxx Xxxeement and the Stockholders Agreement, together with any and all amendments, modifications and waivers to (x) the Governance Agreement, if executed by USAi and Liberty, and (y) the Stockholders Agreement, if executed by Liberty and Barry Diller, are hereinafter referred to collectively as the "Xxxxxxxxxxx Arrangements"), (y) arising under any Federal or state securities laws, or (z) created by a Liberty Party), are not being issued in violation of any preemptive rights and vest in Liberty HSN II full rights with respect thereto, including the right to vote the Exchange Shares on all matters properly presented to the stockholders of USAi to the extent set forth in the USAi Charter and subject to the Shareholder Arrangements. Other than the stock splits affecting the USAi Common Stock and USAi Class B Common Stock and the reverse stock split affecting the Exchange Securities, each of which is described in Exhibit A hereto, neither USAi nor HSN has declared or paid any dividend or made any distribution (or established a record date for either) or taken any other action which, pursuant to the Exchange Agreement, would entitle the holder of Liberty HSN Shares to any adjustment in the applicable exchange ratio for the Liberty HSN Shares.
Validity of Shares, Etc. Each of the Shares when issued to Purchaser in accordance with the Chapter 11 Plan and this Agreement will be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. At the Closing, Purchaser will acquire good and valid title to the Shares, free and clear of any and all liens, claims, security interests, encumbrances, restrictions on voting or alienation or otherwise, or adverse interests (collectively, "Liens"), except as may be created by Purchaser, the Transaction Documents or by applicable securities Laws.
Validity of Shares, Etc. Each of the Shares have been duly authorized for issuance and, when issued to Purchaser for the consideration set forth herein and as otherwise provided herein, will be duly and validity issued, fully paid, non-assessable and free of preemptive rights. Upon conversion of the Shares from time to time, Purchaser will acquire good and valid title to such shares of Common Stock, free and clear of any and all liens, claims, security interests, encumbrances, restrictions on voting or alienation or otherwise, or adverse interests (collectively, "Liens"), except as may be created by Purchaser, the Transaction Documents or by applicable securities Laws.
