VDC Shares. The VDC Shares delivered by Buyer at Closing will be validly and legally issued, free and clear of any and all Liens, and will be fully paid and non-assessable, except that in the event the Court does not declare that the issuance of the VDC Shares are under a plan in Seller's bankruptcy case pursuant to Bankruptcy Code ss.1145, the VDC Shares shall be "restricted securities" pursuant to Rule 144 promulgated under the Act and except for the restrictions on resale set forth in Section 7.6 hereof.
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Samples: Asset Purchase Agreement (VDC Corp LTD), Asset Purchase Agreement (VDC Corp LTD)
VDC Shares. The VDC Shares delivered by Buyer at Closing will be ---------- validly and legally issued, free and clear of any and all Liens, and will be fully paid and non-assessable, except that in the event the Court does not declare that the issuance of the . The VDC Shares are constitute "restricted securities" as such term is defined in Rule 144 under a plan in Seller's bankruptcy case the Act and may not be subsequently offered, sold or transferred without registration under the Act except pursuant to Bankruptcy Code ss.1145, (S) 1145 or pursuant to an exemption from registration under the Act. The VDC Shares shall be "restricted securities" pursuant are also subject to Rule 144 promulgated under the Act and except for the restrictions on resale set forth in Section 7.6 7.7 hereof.
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Samples: Portacom Wireless Inc/
VDC Shares. The VDC Shares delivered by Buyer at Closing will be ---------- validly and legally issued, free and clear of any and all Liens, and will be fully paid and non-assessable, except that in the event the Court does not declare that the issuance of the VDC Shares are under a plan in Seller's bankruptcy case pursuant to Bankruptcy Code ss.1145(S) 1145, the VDC Shares shall be "restricted securities" pursuant to Rule 144 promulgated under the Act and except for the restrictions on resale set forth in Section 7.6 hereof.
Appears in 1 contract
VDC Shares. The VDC Shares delivered by Buyer at Closing will be ---------- validly and legally issued, free and clear of any and all Liens, and will be fully paid and non-assessable, except that in the event the Court does not declare that the issuance of the VDC Shares are under a plan in Seller's bankruptcy case pursuant to Bankruptcy Code ss.1145, the VDC Shares shall be "restricted securities" pursuant to Rule 144 promulgated under the Act and except for the restrictions on resale set forth in Section 7.6 hereof.
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