Validity of Shares to be Issued. The issuance of the shares of Buyer ------------------------------- Common Stock to Seller under this Agreement has been duly authorized by all necessary corporate action, and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and issued free of pre-emptive rights.
Validity of Shares to be Issued. The Common Shares of Buyer to be issued to Sellers in connection with the Closing have been duly authorized and, when issued by Buyer in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, and not subject to any preemptive rights created by statute, the Articles of Incorporation or Code of Regulations of Buyer, or any agreement to which Buyer is a party or by which Buyer is bound.
Validity of Shares to be Issued. The Willdan Shares, if any, to be issued to Sellers pursuant to this Agreement have been duly authorized and, upon delivery in accordance with the provisions of this Agreement, including the meeting of all necessary conditions herein for issuance, will be validly issued, fully paid and non-assessable.
Validity of Shares to be Issued. The Company's shares to be issued to the Gourmet shareholders as a result of the Merger have been duly authorized as required under all applicable laws and, upon delivery thereof pursuant to the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and not subject to any preemptive rights.
Validity of Shares to be Issued. The shares of Class A Common Stock ------------------------------- $.01 par value of New Company to be issued to MAI pursuant to this Agreement have been duly authorized and when issued in accordance with this Agreement will be duly and validly issued shares of New Company, fully paid and non-assessable, subject to no Encumbrances (other than as set forth in the Ancillary Agreements).
Validity of Shares to be Issued. The shares of Buyer Common Stock to be issued to the stockholders of Aurora as a result of the Merger have or will have been duly authorized and, upon delivery thereof pursuant to the provisions of this Agreement, will be validly issued, fully paid and non-assessable and not subject to any preemptive rights.
Validity of Shares to be Issued. The Company's shares to be issued to the Silicon shareholders as a result of the Merger have been duly authorized as required under all applicable laws and, upon delivery thereof pursuant to the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and not subject to any preemptive rights.
Validity of Shares to be Issued. The shares of Tanisys Common Stock to be issued to the shareholders of DarkHorse as a result of the Merger have been duly authorized and, upon delivery thereof pursuant to the provisions of this Agreement, will be validly issued and outstanding, fully paid and non- assessable, not subject to any preemptive rights, and issued in compliance with applicable securities laws. Such shares will be "restricted securities" and will not be registered with the VSE or the Securities & Exchange Commission under the Securities Act of 1933, as amended or qualified for resale pursuant to the Securities Act (British Columbia).
Validity of Shares to be Issued. The shares of MedQuist Common to be issued to the Principal Shareholders in connection with the First Closing and to the Public Shareholders in connection with the Second Closing pursuant to Article 2 hereof have been duly authorized and, when issued by MedQuist in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable.
Validity of Shares to be Issued. The shares of eSat Common Stock to be issued to the stockholders of PacificNet as a result of the Merger have been duly authorized and, upon delivery thereof pursuant to the provisions of this Agreement, will be validly issued and outstanding, fully paid and non-assessable, not subject to any preemptive rights, and issued in compliance with applicable securities laws. Such shares will be "restricted securities" and, when delivered at the Effective Date, will not be registered with the SEC under the Securities Act of 1933, as amended. Later registration of those shares may be undertaken pursuant to Section 5.9.
