Validity of the Shares. The Shares, when issued pursuant to the terms of this Agreement, will be validly issued, and fully paid and nonassessable and will be free of any liens or encumbrances; provided, however, that the Shares will be subject to restrictions on transfer under state and/or federal securities laws as set forth herein.
Validity of the Shares. The Shares and the Underlying Common Shares will be validly issued, fully paid and nonassessable.
Validity of the Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued.
Validity of the Shares. The Company has duly authorized and reserved for issuance a number of shares of Common Stock equal to the maximum number of Exchanged Shares that may be issued pursuant to this Agreement. When issued and delivered in accordance with the terms of this Agreement, the Exchanged Shares will be validly issued, fully paid and nonassessable, and the issuance of any such Exchanged Shares will not subject to any preemptive or similar rights.
Validity of the Shares. The Shares and Warrants, when issued pursuant to the terms of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Certificate of Designation and the Warrants, will be validly issued, and fully paid and nonassessable and will be free of any liens or encumbrances; provided, however, that such securities will be subject to restrictions on transfer under state and/or federal securities laws as set forth herein and subject to certain other restrictions, including restrictions imposed pursuant to Nasdaq Marketplace Rules, as set forth in the Certificate of Designations and the Warrants.
Validity of the Shares. (a) Upon the issuance to the Investor as contemplated herein, the Shares will have been duly authorized and validly issued without violation of the preemptive rights of any Person and will be fully-paid and nonassessable, free and clear of any Liens.
(b) Any Conversion Shares issued upon conversion of any of the Shares upon the issuance thereof, will have been duly authorized and validly issued without violation of the preemptive rights of any Person and will be fully-paid and nonassessable, free and clear of any Liens.
Validity of the Shares. The Shares have been duly ---------------------- authorized by CTI and, when paid for in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Common Stock or Series B Preferred, as the case may be. The Conversion Shares have been duly reserved for issuance upon conversion of the Series B Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock. Neither the issuance, sale and delivery of the Shares nor the issuance and delivery of the Conversion Shares are subject to any preemptive rights of shareholders of CTI or to any right of first refusal or other similar right in favor of any person.
Validity of the Shares. The Shares, when issued, sold, and delivered in accordance with the terms and for the consideration expressed in this Agreement, shall be duly and validly issued, fully paid and non-assessable, and free from any Liens other than those created by Seller Parent or imposed by applicable state and federal securities Laws and other than restrictions on transfer to which the Shares are subject. Assuming the accuracy of the representations and warranties of Seller Parent in Section 5.27, the Shares will be issued in compliance with all applicable securities Laws and applicable rules of the national securities exchange on which Buyer Parent’s common stock is listed.
Validity of the Shares. The Shares and Warrants and the Underlying Common Stock, when issued pursuant to the terms of the Certificate of Designations and the Warrants, as appropriate, will be validly issued, and fully paid and nonassessable and will be free of any liens or encumbrances; provided, however, that the Shares and Warrants and the Underlying Common Stock may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein.
Validity of the Shares. The Shares, when issued pursuant to the terms of this Agreement (and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Certificate of Designations of the Series A-1 Preferred Stock and pursuant to the Warrants, respectively), will be validly issued, and fully paid and nonassessable and will be free of any liens or encumbrances; provided, however, that the Securities will be subject to restrictions on transfer under state and/or federal securities laws as set forth herein.
