Consideration Shares. All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.
Consideration Shares. As of the Closing, all of the Consideration Shares shall be duly authorized, validly issued, fully paid and nonassessable, and not issued in violation of any preemptive or similar rights. Upon delivery to the Sellers of the certificates representing the Consideration Shares, the Sellers will acquire good and valid title to such Consideration Shares, free and clear of any Encumbrances, other than restrictions under applicable securities laws.
Consideration Shares. The Aggregate Merger Consideration and Aggregate Exchange Consideration, when issued in accordance with the terms hereof, shall be duly authorized and validly issued and allotted, fully paid and non-assessable and issued or allotted in compliance with all applicable Law, including state and federal securities Laws, and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, PubCo’s Governing Documents, or any Contract to which PubCo is a party or otherwise bound.
Consideration Shares. The Consideration Shares to be issued hereunder will, upon issue and delivery, be validly issued as fully-paid and non-assessable shares in the capital of the Purchaser, free of all restrictions on trading other than those required by applicable securities law or by the Exchange as set out in Section 2.5 hereof.
Consideration Shares. All CONSIDERATION SHARES will be, when issued in accordance with this AGREEMENT, duly authorized, validly issued, fully paid and nonassessable.
Consideration Shares. (a) As of the date hereof and at the Closing Time, the issuance of the Consideration Shares will not be subject to any pre-emptive rights of any shareholder of the Purchaser, and all corporate action required to be taken by the Purchaser for the authorization, issuance, sale and delivery of the Consideration Shares will have been validly taken;
Consideration Shares. The Share Consideration has been duly authorized, and when delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable and will be free of restrictions on transfer other than the Lock-in and orderly market conditions or otherwise as contemplated under this Agreement.
Consideration Shares. The Consideration Shares shall be issued on terms that they will rank pari passu in all respects with the ordinary shares of the Purchaser in issue at the date of allotment save as regards any dividend or distribution declared, paid or made by reference to a record date which is prior to Completion.
Consideration Shares. The Seller, on its behalf and on behalf of its Designee, if any, represents and warrants that it is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and it is acquiring the Consideration Shares for its own account and not with a view to the distribution thereof. Seller, on its behalf and on behalf of its Designee, if any, understands that the Consideration Shares have not been and will not be registered under the Securities Act, will bear a restrictive legend, and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. The Seller, on its behalf and on behalf of its Designee, if any, further represents and warrants that it will not Transfer any Consideration Shares or any interest therein except in a transaction exempt from or not subject to the registration requirements of the Securities Act. The Seller, on its behalf and on behalf of its Designee, if any, represents that (i) it has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of the acquisition of the Consideration Shares and (ii) it has been granted the opportunity to ask questions of, and receive satisfactory answers from, representatives of Purchaser concerning the business affairs and financial condition of the Purchaser and its Affiliates, and has had the opportunity to obtain and has obtained any additional information which it deems necessary regarding such purchase, and that the Purchaser is not required to register the Consideration Shares.
Consideration Shares. As of the Closing Date and upon completion of the Transaction, the Consideration Shares will be validly issued as fully paid and non-assessable.
