Common use of Validity of Stock Clause in Contracts

Validity of Stock. The Merger Shares shall be, when issued: (a) duly authorized, validly issued, fully paid and nonassessable; and (b) free of liens and encumbrances created by any person or entity (other than the AeroAstro Shareholders), except for restrictions on transfer under applicable federal securities laws, including Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 2 contracts

Samples: Merger Agreement (Radyne Corp), Merger Agreement (Radyne Corp)

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Validity of Stock. The Merger Shares shall be, when issued: (a) duly authorized, validly issued, fully paid and nonassessable; and (b) free of preemptive rights or other liens and encumbrances created by any person or entity (other than the AeroAstro LiveDeal Shareholders), except for restrictions on transfer under applicable federal securities laws, including Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 1 contract

Samples: Merger Agreement (Yp Corp)

Validity of Stock. The Merger Shares shall beshall, when issued: (ai) be duly authorized, validly issued, fully paid and nonassessable; , and (bii) free of liens and encumbrances created by any person or entity (other than the AeroAstro Xicom Shareholders), except for restrictions on transfer under applicable federal securities laws, including Rule 144 promulgated under the Securities Act of 1933, as amended 1933 (the “Securities Act”).

Appears in 1 contract

Samples: Merger Agreement (Radyne Comstream Inc)

Validity of Stock. The Merger Shares shall beShares, when issued, shall: (ai) be duly authorized, validly issued, fully paid and nonassessable; non-assessable and (b) free of liens and encumbrances created by any person or entity (other than the AeroAstro Shareholders)Company, and (ii) be free and clear of any transfer restrictions, liens and encumbrances except for restrictions on transfer under applicable federal securities laws, including Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act").

Appears in 1 contract

Samples: Merger Agreement (Wifimed Holdings Company, Inc.)

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Validity of Stock. The Merger Shares shall beShares, when issued, shall: (ai) be duly authorized, validly issued, fully paid and nonassessable; non-assessable and (b) free of liens and encumbrances created by any person or entity (other than the AeroAstro Shareholders)Members, and (ii) be free and clear of any transfer restrictions, liens and encumbrances except for restrictions on transfer under applicable federal securities laws, including Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 1 contract

Samples: Merger Agreement (Onstream Media CORP)

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