Common use of Buyer Shares Clause in Contracts

Buyer Shares. The Buyer Shares to be issued pursuant to the terms of this Agreement have been adequately reserved and will, when issued, be validly issued, fully paid and non-assessable, free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws, and not subject to preemptive rights or other similar rights, options, understandings, agreements (other than this Agreement) or rights of first refusal. The Buyer Shares, when issued in accordance with this Agreement, will be free and clear of all Liens.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ebix Inc)

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Buyer Shares. The Buyer Shares to be issued pursuant to the terms of this Agreement have been adequately reserved and willShares, when issuedissued as provided in this Agreement, will be duly authorized and validly issued, fully paid and non-assessable, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and under applicable state and federal securities laws, and not subject to preemptive rights or other similar rights, options, understandings, agreements (other than this Agreement) or rights of first refusal. The Buyer Shares, when issued in accordance with this Agreement, will be free and clear of all Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Apricus Biosciences, Inc.)

Buyer Shares. The Buyer Shares to be have been duly and validly authorized and, when issued pursuant to the terms of this Agreement have been adequately reserved and willAgreement, when issued, will be validly issued, fully paid and non-assessable, free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities lawsnonassessable, and not subject to preemptive rights or other similar rights, options, understandings, agreements (other than this Agreement) or rights of first refusal. The Buyer Shares, when issued in accordance with this Agreement, will shall be free and clear of all LiensEncumbrances and restrictions, except for restrictions on transfer imposed by the provisions of Section 5.5 of this Agreement and applicable securities laws.

Appears in 1 contract

Samples: Share Purchase Agreement (Glu Mobile Inc)

Buyer Shares. The Buyer Shares to be issued pursuant to the terms of this Agreement have been adequately reserved and will, when issued, be validly issued, fully paid issued and non-assessable, free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws, and not subject to preemptive rights or other similar rights, options, understandings, agreements (other than this Agreement) or rights of first refusal. The Buyer Shares, when issued delivered in accordance with this Agreement, be duly authorized, validly issued, fully paid, and non-assessable and free from any preemptive right created by statute, Buyer's Articles of Incorporation, or Buyer's Bylaws; provided, however, that the Buyer Shares to be issued hereunder will be free subject to restrictions on transfer under applicable federal and clear of all Liensstate securities laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Systems Inc)

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Buyer Shares. The Buyer Shares to be are duly authorized and, when issued pursuant to in accordance with the terms of this Agreement have been adequately reserved and willAgreement, when issued, will be validly issued, fully paid and non-assessable, free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws, and not subject to preemptive rights or other similar rights, options, understandings, agreements (other than this Agreement) or rights of first refusalnonassessable. The issuance of the Buyer Shares will transfer to the Shareholders valid title to such Buyer Shares, when issued in accordance with this Agreement, will be free and clear of all Liensliens and encumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Brown & Brown Inc)

Buyer Shares. The Buyer Shares to be issued pursuant to the terms of this Agreement have been adequately reserved and will, when issued, be validly issued, fully paid and non-assessable, free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws, and not subject to preemptive rights or other similar rights, options, understandings, agreements (other than this Agreement) or rights of first refusal. The Buyer Sharesduly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable and will be free and clear of all LiensEncumbrances of any kind except for restrictions of transfer imposed under applicable securities laws, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Groupon, Inc.)

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