Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 9 contracts
Samples: Management Subscription and Stock Purchase Agreement (Generac Holdings Inc.), Management Subscription and Stock Purchase Agreement (Generac Holdings Inc.), Management Subscription and Stock Purchase Agreement (Generac Holdings Inc.)
Validity of Shares. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the SubscriberPurchaser).
Appears in 6 contracts
Samples: Subscription and Stock Purchase Agreement (Generac Holdings Inc.), Subscription and Stock Purchase Agreement (Generac Holdings Inc.), Subscription and Stock Purchase Agreement (Generac Holdings Inc.)
Validity of Shares. The Shares, when issued, sold and delivered ------------------ in accordance with the terms of and for the consideration expressed in this Agreement, shall be duly and validly issuedissued (including, without limitation, compliance with applicable federal and state securities laws), fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 6 contracts
Samples: Common Stock Pipes Purchase Agreement (P Com Inc), Common Stock Pipes Purchase Agreement (P Com Inc), Common Stock Pipes Purchase Agreement (P Com Inc)
Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 5 contracts
Samples: Management Subscription and Stock Purchase Agreement (Simmons Co), Subscription and Share Purchase Agreement (Michael Foods Inc/New), Executives Subscription and Stock Purchase Agreement (National Waterworks Inc)
Validity of Shares. The Shares, when issued, sold and delivered in ------------------ accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 5 contracts
Samples: Employment and Non Competition Agreement (Big v Supermarkets Inc), Management Stock Subscription Agreement (Big v Supermarkets Inc), Management Stock Subscription Agreement (Big v Supermarkets Inc)
Validity of Shares. The SharesShares issued to Investor pursuant to Section 2.1 of this Agreement, when issued, sold and delivered issued in accordance with the terms of this Agreement, shall be duly and authorized, validly issued, fully paid, and fully paid nonassessable and nonassessable, will be free and clear of all liens and encumbrances (other than those created by the Subscriber)any Liens.
Appears in 4 contracts
Samples: Investment Agreement (Harris Interactive Inc), Investment Agreement (Harris Interactive Inc), Investment Agreement (Harris Interactive Inc)
Validity of Shares. The Shares, when issued, sold and delivered Upon delivery of the Purchased Shares by the Company in accordance with the terms of this Agreement, the Purchased Shares shall be duly and validly issued, and fully paid and nonassessablenon-assessable, free and clear of all liens and encumbrances (other than those created by the Subscriber)Liens.
Appears in 3 contracts
Samples: Share Purchase Agreement (Diana Containerships Inc.), Form of Share Purchase Agreement (Diana Containerships Inc.), Form of Share Purchase Agreement (Scorpio Tankers Inc.)
Validity of Shares. The SharesShares will, when issued, sold and delivered issued in accordance with the terms provisions of this Agreement, shall be duly and authorized, validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber)non-assessable.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Alphatec Holdings, Inc.), Asset Purchase Agreement (Nuvasive Inc), Asset Purchase Agreement (Nuvasive Inc)
Validity of Shares. The Upon receipt by the Company of the Purchase Price and issuance and delivery of the Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall Shares will be duly and validly issuedissued (including, without limitation, issued in compliance with applicable federal and fully state securities laws), fully-paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber)non-assessable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Network Event Theater Inc), Stock Purchase Agreement (Network Event Theater Inc)
Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of Shares issued pursuant to this Agreement, shall will be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber)non-assessable.
Appears in 2 contracts
Samples: Debt Conversion Agreement (Level Brands, Inc.), Note Conversion Agreement (Level Brands, Inc.)
Validity of Shares. The Shares, when issued, sold issued and delivered in accordance with the terms of this Agreement, shall will be duly and validly authorized and issued, fully paid, non-assessable and fully paid and nonassessable, free and clear of all liens encumbrances or restrictions on transfer except those imposed by applicable securities laws, this Agreement and encumbrances (other than those created by the Subscriber)Lock-Up Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Usol Holdings Inc), Asset Purchase Agreement (Usol Holdings Inc)
Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of and for the consideration set forth in this Agreement, shall will be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 2 contracts
Samples: Stock Issuance Agreement (Smithkline Beecham Properties LTD), Stock Issuance Agreement (Connective Therapeutics Inc)
Validity of Shares. The Shares, when issued, sold sold, and delivered in accordance with the terms of this Agreement, shall will be duly and validly issued, and fully fully-paid and nonassessablenon-assessable and will be free of any preemption or similar rights, free and clear of all liens and encumbrances (other than those created by the Subscriber)or Encumbrances.
Appears in 1 contract
Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of and for the consideration expressed in this Agreement, shall be duly and validly issuedissued (including, without limitation, compliance with applicable federal and state securities laws), fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 1 contract
Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the SubscriberSubscribers).
Appears in 1 contract
Samples: Management Subscription and Stock Purchase Agreement (Generac Holdings Inc.)
Validity of Shares. The Shares, when issued, sold delivered and delivered paid for in accordance with the terms of this Agreementhereof, shall will be duly delivered and paid for in accordance with the terms hereof, will be duly and validly issued, and fully paid and nonassessable, non-assessable and shall be free and clear of all liens liens, claims and encumbrances (other than those created by the Subscriber)encumbrances.
Appears in 1 contract
Samples: Form of Share Subscription Agreement (Airship International LTD)
Validity of Shares. The Shares, when issued, sold sold, and delivered in accordance with the terms of this Agreement, shall will be duly and validly issued, and fully fully-paid and nonassessablenon-assessable and will be free of any preemption or similar rights, free and clear of all liens and encumbrances (other than those created by the Subscriber).or Encumbrances. 6.16
Appears in 1 contract
Samples: Share Purchase Agreement
Validity of Shares. The SharesUpon issuance, when issued, sold and delivered in accordance with the terms of this Agreement, shall Shares will be duly and validly issued, fully paid, non-assessable and fully paid and nonassessable, free and clear of all liens and encumbrances (Liens, other than those created by the Subscriber)Purchaser or pursuant to federal or state securities laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Liberty Group Publishing Inc)
Validity of Shares. The SharesShares and the Warrant, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and the Shares shall be nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 1 contract
Samples: Subscription and Stock Purchase Agreement (Signal Apparel Company Inc)
Validity of Shares. The Shares, when issued, sold and delivered ------------------ in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 1 contract
Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid paid, and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 1 contract
Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of and for the consideration expressed in this Agreement, shall be duly and validly issuedissued (including, without limitation, issued in compliance with applicable U.S. federal and fully state securities laws, assuming the accuracy of the representations and warranties of the Purchaser set forth herein), fully-paid and nonassessable, non-assessable and free and clear of all liens and encumbrances (other than those those, if any, created or imposed by the Subscribera Purchaser).
Appears in 1 contract
Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of issued pursuant to this Agreement, shall will be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 1 contract
Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of and for the consideration expressed in this Agreement, shall be duly and validly issuedissued (including, without limitation, issued in compliance with applicable federal and fully state securities laws, assuming the accuracy of the representations and warranties of the Purchaser set forth herein), fully-paid and nonassessable, non-assessable and free and clear of all liens and encumbrances (other than those those, if any, created or imposed by the SubscriberPurchaser).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Affinity Technology Group Inc)
Validity of Shares. The Shares, when issued, sold and delivered in ------------------ accordance with the terms of and for the consideration expressed in this Agreement, shall be duly and validly issuedissued (including, without limitation, compliance with applicable federal and state securities laws), fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 1 contract
Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the SubscriberPurchasers).
Appears in 1 contract
Samples: Subscription and Stock Purchase Agreement (Generac Holdings Inc.)
Validity of Shares. The Shares, when issued, sold and delivered issued in accordance with the terms and provisions of this Agreement, shall will be duly validly authorized and validly issued, and fully paid paid, and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 1 contract
Samples: Securities Purchase Agreement (Ventures National Inc)
Validity of Shares. The Shares, when When issued, sold and delivered in accordance with the terms of this and for the consideration expressed in the Technology Agreement, the Shares shall be duly and authorized, validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 1 contract
Samples: Representations and Registration Rights Agreement (International Business Machines Corp)
Validity of Shares. The Shares, when issued, sold and delivered in accordance accor dance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 1 contract
Validity of Shares. The Shares, when issued, sold and delivered issued in accordance with the terms and provisions of this Agreement, shall will be duly and validly authorized, validly issued, and fully paid paid, and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 1 contract
Samples: Agreement (Hemispherx Biopharma Inc)
Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessablenon-assessable and will not be subject to any pre-emptive or similar rights, free and clear voting agreements or any rights of all liens and encumbrances (first refusal or other than those created by similar rights in favor of any person or entity, except such rights as will have been waived or terminated at or prior to the Subscriber)Closing.
Appears in 1 contract
Samples: Holmes Products Corp. Investors Subscription Agreement (Holmes Products Corp)
Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this and for the consideration expressed in the Purchase Agreement, shall will be duly and validly issued, and fully paid and nonassessablenon-assessable and, free based in part upon the representations and clear warranties of all liens the Investors in Section 5 of this Purchase Agreement, will be issued in compliance with applicable federal and encumbrances (other than those created by the Subscriber)state securities laws.
Appears in 1 contract
Samples: Purchase Agreement
Validity of Shares. The SharesSecurities, when issued, sold and ------------------ delivered in accordance with the terms of and for the consideration expressed in this Agreement, shall be duly and validly issuedissued (including, without limitation, compliance with applicable federal and state securities laws), fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).
Appears in 1 contract
Samples: Exchange Agreement (Synbiotics Corp)
Validity of Shares. The Shares, when issued, sold and delivered Upon delivery of the Shares by the Company in accordance with the terms of this Agreement, the Shares shall be duly and validly issued, and fully paid and nonassessablenon-assessable, free and clear of all liens and encumbrances (other than those created by the Subscriber)Liens.
Appears in 1 contract
Samples: Share Purchase Agreement (Taracan Investments S.A.)
Validity of Shares. The Shares, when issued, sold and delivered in accordance with the terms of of, and for the consideration set forth in, this Stock Purchase Agreement, shall be duly authorized and validly issuedissued and outstanding, fully paid, nonassessable, and fully paid and nonassessable, free and clear of all liens pledges, liens, encumbrances and encumbrances (restrictions other than those created by the Subscriber)restrictions on transfer set forth in Sections 5.3 and 7.4.
Appears in 1 contract
