Validity of Shares; Listing. When issued and delivered in accordance with this Agreement, the Stock Consideration to be delivered under this Agreement shall (a) be duly and validly authorized, issued and outstanding, (b) be fully paid and non assessable, (c) be free and clear of any Liens, including, claims or rights under any voting trust agreements, shareholder agreements or other agreements, (d) be listed on The Nasdaq National Market and (e) not have been issued in violation of the preemptive or other similar rights of any Person.
Validity of Shares; Listing. All shares of Common Stock delivered upon exchange of the Notes following exercise of the Call shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company will list or cause to have quoted such shares of Common Stock issuable upon exercise of the Call on each securities exchange or such other market on which the Common Stock is then listed or quoted.
Validity of Shares; Listing. When issued and delivered in accordance with this Agreement, the Parent Common Stock shall: (i) be duly and validly authorized, issued and outstanding; (ii) be fully paid and non assessable; (iii) be free and clear of any Liens, including, claims or rights under any voting trust agreements, shareholder agreements or other agreements; (iv) be listed on Nasdaq; and (v) not have been issued in violation of the preemptive or other similar rights of any Person.
Validity of Shares; Listing. When issued and delivered to the Sellers in accordance with this Agreement, the common stock of Buyer shall: (i) be duly and validly authorized, issued and outstanding; (ii) be fully paid and nonassessable; (iii) be free and clear of any Encumbrances, including, claims or rights under any voting trust agreements, shareholder agreements or other agreements but excluding standard SEC transfer restrictions; and (iv) not have been issued in violation of the preemptive or other similar rights of any Person.
Validity of Shares; Listing. When issued and delivered in accordance with this Agreement, the Shares to be delivered under this Agreement shall (a) be duly and validly authorized, issued and outstanding, (b) be fully paid and non-assessable, (c) be transferable in accordance with Rule 145 or any other available exemption from registration, (d) be free and clear of any Liens, including, claims or rights under any voting trust agreements, shareholder agreements or other agreements, (d) be registered under the Securities Act and listed for trading on the AMEX, and (e) not have been issued in violation of the preemptive rights of any Person.
Validity of Shares; Listing. When issued and delivered in accordance with this Agreement, the Exchange Shares to be delivered under this Agreement (i) will be validly issued, fully paid and nonassessable and (ii) assuming the accuracy of the representations and warranties of the Noteholder in Section 3 below, be freely tradeable and not subject to any transfer restrictions. Assuming the accuracy of the representations and warranties of the Noteholder in Section 3 below, the Exchange Shares are being exchanged for the Note pursuant to, and in compliance with, Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
Validity of Shares; Listing. When issued and delivered in accordance with this Agreement, the Buyer Common Stock shall: (i) be duly and validly authorized, issued and outstanding; (ii) be fully paid and non-assessable, (iii) be free and clear of any Liens (other than Permitted Liens), including, claims or rights under any voting trust agreements, shareholder agreements or other agreements, and not subject to any preemptive rights and (iv) be listed on the NASDAQ. Buyer is in compliance in all material respects with the rules and regulations of the NASDAQ that are applicable to Buyer.
Validity of Shares; Listing. When issued and delivered in accordance with this Agreement and the amended and restated memorandum and articles of association of BIOX and following registration in the register of members of BIOX, the Closing Shares shall: (i) be duly and validly authorized, issued and outstanding; (ii) be fully paid and non-assessable; (iii) be free and clear of any Liens, including, claims or rights under any voting trust agreements, shareholder agreements or other agreements; (iv) be listed on NYSE American and freely tradeable (subject to the lock-up restrictions provided in Section 2.3 and the removal of the restrictive legend in accordance with Article 6); and (v) not have been issued in violation of the preemptive rights, rights of first refusal or other similar rights of any Person. 18
Validity of Shares; Listing. (a) The Common Stock is currently registered under Section 12(b) of the Exchange Act, Parent has not taken any action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, and Parent has not received any notification that the SEC is contemplating terminating such registration. The Common Stock is currently listed for trading on the NASDAQ Global Market. Since January 1, 2011, Parent has not received notice (written or oral) from the NASDAQ Stock Market, LLC (“NASDAQ”) to the effect that Parent is not in compliance in all material respects with the continued listing and corporate governance requirements of NASDAQ. Parent is in compliance in all material respects with all listing and corporate governance requirements of the NASDAQ Global Market. The consummation of the transactions contemplated by this Agreement do not violate the Marketplace Rules of NASDAQ.
(b) The Conversion Shares have been duly authorized and, when issued, will be validly issued, fully paid and nonassessable.
(c) Other than the stockholder approval contemplated by Section 8.7 hereof, no further approval or authorization of any stockholder, the board of directors of Parent or any other Person is required for the issuance and sale of the Preferred Stock to be delivered by Parent to Seller pursuant this Agreement or the Conversion Shares.
Validity of Shares; Listing. When issued and delivered in accordance with this Agreement, the Escrow Shares shall: (i) be duly and validly authorized, issued and outstanding; (ii) be fully paid and non assessable; (iii) be free and clear of any Liens, including, claims or rights under any voting trust agreements, shareholder agreements or other agreements; (iv) be listed on NYSE; and (iv) not have been issued in violation of the preemptive or other similar rights of any Person.
