Validity of Warrant. The Warrant, when issued, sold and delivered in accordance with the terms set forth in this Agreement, will be duly and validly issued (including, without limitation, issued in compliance with applicable federal and state securities laws), fully paid, and non-assessable and will be free of any liens or encumbrances other than any liens or encumbrances created by or imposed thereon by the holders. The Warrant Shares have been duly and validly reserved and, assuming the Warrant Shares are issued to Investor, upon issuance will be duly and validly issued (including, without limitation, issued in compliance with all applicable federal and state securities laws), fully paid, and non-assessable and will be free of any liens or encumbrances other than any liens or encumbrances created by or imposed thereon by the holders. All Securities shall be subject to restrictions on transfer under state and/or federal securities laws. The Securities are not subject to any preemptive rights or rights of first refusal, except as otherwise so agreed to by the holders thereof.
Validity of Warrant. This Warrant is a legally valid and binding obligation of the Company. Upon issuance, the Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable, and free of any liens or encumbrances except for restrictions on transfer under the securities laws and any agreement to which the Holder becomes a party. The issuance of this Warrant and the issuance of the Warrant Shares do not and will not violate any agreements to which the Company is, or at the time of issuance will be, a party.
Validity of Warrant. This Warrant is a legally valid and binding obligation of the Company. Upon issuance, the Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable, and free of any liens or encumbrances except for restrictions on transfer under the securities laws and any agreement to which the Warrantholder becomes a party. The issuance of this Warrant and the issuance of the Warrant Shares do not and will not violate any agreements to which the Company is, or at the time of issuance will be, a party. SUFFICIENT ORDINARY SHARES. The Company has a sufficient number of Ordinary Shares to enable the issuance of the Warrant Shares. In the event the number of authorized but unissued Ordinary Shares of the Company is not sufficient to effect the issuance of Warrant Shares specified under the Exercise Notice at the time of exercise, the Company shall promptly take all necessary actions to increase its authorized but unissued Ordinary Shares to such number to be sufficient for such purposes. NO INCONSISTENT AGREEMENTS. The Company has not previously entered into, and will not on or after the date of this Warrant enter into, any agreement with respect to its securities that is inconsistent with this Warrant or that would preclude the Company from discharging its obligations hereunder. GOVERNMENTAL AND THIRD PARTY CONSENTS. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with or from any governmental agency or authority or any other person or entity required on the part of the Company in connection with the execution, delivery or performance of this Warrant and the consummation of the transactions contemplated herein have been obtained.
Validity of Warrant. This Warrant is a legally valid and binding obligation of the Company. Upon issuance, the Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable, and free of any liens or encumbrances except for restrictions on transfer under the securities laws and any agreement to which the Holder becomes a party. The issuance of this Warrant and the issuance of the Warrant Shares do not and will not violate any agreements to which the Company is, or at the time of issuance will be, a party. Governmental and Third Party Consents. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with or from any governmental agency or authority or any other person or entity required on the part of the Company in connection with the execution, delivery or performance of this Warrant and the consummation of the transactions contemplated herein have been obtained.
Validity of Warrant. The Warrants, when issued and paid for at the Closing, will be duly authorized, validly existing obligations of the Company, enforceable in accordance with their terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally or by general principles of equity.
Validity of Warrant. The Warrant to be issued and delivered pursuant to this Agreement shall constitute valid and binding obligations of the Company. The Shares have been duly and validly reserved, and when issued in accordance with the Warrant shall be duly authorized, validly issued, fully paid and free of any liens or encumbrances except for restrictions on transfer provided for under applicable federal and state securities laws. During the period within which the purchase rights represented by the Warrant may be exercised, the Company shall at all times have authorized, and reserved for issuance upon exercise of the Warrant or upon exercise of the Conversion Right, a sufficient number of shares of Common Stock to provide for the issuance of the Shares. The issuance of such Common Stock is not and will not be subject to any preemptive rights or rights of first refusal except such as have been effectively waived.
Validity of Warrant. The Warrant, when issued, sold and delivered in accordance with the terms of this Agreement and the Warrant Shares, as defined in the Warrant, issued upon exercise of the Warrant will, when issued, be duly and validly issued, fully paid and non-assessable (assuming in the case of the Warrant Shares, payment of the exercise price is made in accordance with the terms of the Warrant); provided, however, that the Warrant Shares may be subject to restrictions on transfer under state and federal securities laws and the Shareholders Agreement dated as of December 24, 1997 (the "Shareholders Agreement"), among the Purchaser (a/k/a Corporation) and the Shareholders (as defined therein).
Validity of Warrant. Upon issuance, the Warrant will constitute a ------------------- valid and binding obligation of the Company. The Shares have been duly and validly reserved for issuance upon exercise of the Warrant Upon issuance, the Warrant and the Shares will be duly authorized, validly issued, fully paid, nonassessable, and free of liens or encumbrances except for restrictions on transfer provided for under applicable federal and state securities laws. The Company shall at all times have authorized and reserved for issuance sufficient shares of the Shares. The issuance of the Warrant is not, and the issuance of the Shares will not be, subject to any preemptive rights or rights of first refusal.
Validity of Warrant. This Warrant is a legally valid and binding obligation of the FounderCo. Upon transfer, the Warrant Shares will have been duly authorized, validly issued, fully paid and non-assessable, and be free of any Encumbrances except for Permitted Encumbrances. The issuance of this Warrant and the transfer of the Warrant Shares do not and will not violate any agreements to which the FounderCo is, or at the time of issuance will be, a party.
Validity of Warrant. This Warrant is a legally valid and binding obligation of the Company. The issuance of this Warrant and the issuance of the Warrant Shares do not and will not violate any agreements to which the Company is, or at the time of issuance will be, a party.
