Issuance, Sale and Delivery of the Shares. When issued and paid for, the Shares to be sold hereunder by PixTech will be validly issued and outstanding, fully paid and non-assessable.
Issuance, Sale and Delivery of the Shares ---------------------------------------------
Issuance, Sale and Delivery of the New Notes and the New Warrants. When issued and delivered by the Company, and paid for by the Purchasers, the New Notes and the New Warrants will constitute valid and legally binding obligations of the Company enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Issuance, Sale and Delivery of the Shares and Warrants and the Conversion Shares. When issued and paid for, the Shares and Warrants to be sold hereunder by the Company will be validly issued and outstanding, fully paid and non-assessable, free and clear of any liens, charges, claims or other encumbrances. When issued in compliance with the provisions of the Certificate of Designation, the Conversion Shares will be validly issued and outstanding, fully paid and non-assessable, free and clear of any liens, charges, claims or other encumbrances. The Shares and Warrants and the Conversion Shares shall not entitle the holders of the outstanding capital stock of the Company to preemptive, anti-dilutive or other rights to subscribe to or acquire Common Stock or other securities of the Company; provided, however, that the Shares and Warrants and the Conversion Shares will be subject to restrictions on transfer under state and/or federal securities laws and restrictions set forth in Section 6 hereof.
Issuance, Sale and Delivery. Subject to the terms and conditions hereof, at the Closing (as defined in Section 2), the Purchasers agree to make the Loans to the Company, which Loans shall be evidenced by the Notes. In consideration therefore, subject to the terms and conditions hereof, the Company agrees to issue and deliver to each Purchaser a Note and Membership Interest.
Issuance, Sale and Delivery of the Preferred Shares. --------------------------------------------------- The Company agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees to purchase from the Company, the number of Preferred Shares set forth opposite the name of such Purchaser under the heading "Number of Preferred Shares to be Purchased" on Schedule I, at the aggregate purchase price set forth opposite the name of such Purchaser under the heading "Aggregate Purchase Price for Preferred Shares" on Schedule I.
Issuance, Sale and Delivery of the Notes and the Warrant. When issued and delivered by the Company, and paid for by the Purchaser, the Notes and the Warrant will constitute valid and legally binding obligations of the Company enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Issuance, Sale and Delivery. When issued and paid for in -------------------------------- accordance with the terms hereof, the Shares will be validly issued and outstanding, fully paid and non-assessable.
Issuance, Sale and Delivery of the Shares. When issued and paid for in accordance with the terms of this Agreement, the Shares to be sold hereunder by Vion will be validly issued, fully paid and non-assessable and issued in full compliance with federal and state securities laws.
