Common use of Validity of Shares to be Issued Clause in Contracts

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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Earthweb Inc), Option Holder Purchase Agreement (Earthweb Inc)

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Validity of Shares to be Issued. The issuance of the shares ------------------------------- of Buyer ------------------------------- Parent Common Stock to Seller the Selling Shareholders under this Agreement has been duly authorized by all necessary corporate corporation action, and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and will not be issued free in violation of pre-emptive rightsthe preemptive rights or other similar rights of any person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Earthweb Inc)

Validity of Shares to be Issued. The issuance of the shares of Buyer ------------------------------- Common Stock to the Seller under this Agreement has been duly authorized by all necessary corporate corporation 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Earthweb Inc)

Validity of Shares to be Issued. The issuance of the shares of Buyer ------------------------------- Common Stock to Seller the Stockholders under this Agreement has have been duly authorized by all necessary corporate action, and, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Shumate Industries Inc)

Validity of Shares to be Issued. The issuance of the shares of Buyer ------------------------------- Common Stock and the Contingent Shares to Seller under this Agreement has be issued to the Sellers in connection with the Acquisition have or will have been duly authorized by all necessary corporate action, and, upon issuance in accordance with delivery thereof pursuant to the terms provisions of this Agreement, will be validly issued, fully paid and nonassessable non-assessable and issued free of pre-emptive not subject to any preemptive rights.

Appears in 1 contract

Samples: Employment Agreement (Comdial Corp)

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Validity of Shares to be Issued. The issuance of the shares of Buyer ------------------------------- Parent Common Stock to Seller the Selling Shareholders under this Agreement has been duly authorized by all necessary corporate corporation action, and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and will not be issued free in violation of pre-emptive rightsthe preemptive rights or other similar rights of any person.

Appears in 1 contract

Samples: Non Solicitation Agreement (South Texas Oil Co)

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.

Appears in 1 contract

Samples: Option Holder Purchase Agreement (Earthweb Inc)

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