Validity of Stock. The Shares, when sold and delivered in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, will be free of all mortgages, pledges, liens, leases, encumbrances, charges and adverse claims (“Encumbrances”) and will not be subject to any preemptive rights, rights of first refusal or redemption rights, other than as provided in this Agreement, the Certificate of Designation and in the Articles of Incorporation and Bylaws of the Seller.
Appears in 4 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Cellteck Inc.), Lowcal Agreements (Cellteck Inc.), Series B Convertible Preferred Stock Purchase Agreement (Cellteck Inc.)
Validity of Stock. The Shares, when sold and delivered in compliance with the provisions of When issued pursuant to this Agreement, the Purchased Shares will be duly authorized, validly issued, fully paid and nonassessable, will be free of all mortgages, pledges, liens, leases, any liens or encumbrances, charges and adverse claims (“Encumbrances”) and will not be subject to any preemptive rights, rights of first refusal or redemption rights, other than as expressly provided in this Agreement, the Certificate of Designation herein and in the Articles of Incorporation and Bylaws of the Selleror as will have been waived.
Appears in 2 contracts
Samples: Stock Purchase Agreement (London Bridge Software Holdings PLC), Stock Purchase Agreement (Phoenix International LTD Inc)
Validity of Stock. The Sharesshares, when issued, sold and delivered in -------------------- compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, will be free of all mortgages, pledges, liens, leases, any liens or encumbrances, charges and adverse claims (“Encumbrances”) except as expressly provided herein, and will not be subject to any preemptive rights, rights of first refusal or redemption rights, other than as provided in this Agreement, the Certificate of Designation herein and in the Articles of Incorporation and Bylaws of the Seller.EET
Appears in 1 contract
Samples: Settlement Agreement (Entech Environmental Technologies Inc)
Validity of Stock. The Shares, when sold and delivered issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, will be free of all mortgages, pledges, liens, leases, any liens or encumbrances, charges and adverse claims (“Encumbrances”) and will shall not be subject to any preemptive rights, rights of first refusal or redemption rights, other than as set forth on Schedule 3.6 and as provided in this Agreement, the Certificate of Designation herein and in the Articles of Incorporation and Bylaws of the SellerShareholders' Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Emerge Interactive Inc)
Validity of Stock. The Investor Shares, when sold and delivered issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, will be free of all mortgages, pledges, liens, leases, any liens or encumbrances, charges and adverse claims (“Encumbrances”) and will shall not be subject to any preemptive rights, rights of first refusal or redemption rights, other than as provided in this Agreement, the Certificate of Designation and in the Articles of Incorporation and Bylaws of the Seller.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Emerge Interactive Inc)
