Due and Valid Issuance. The Note, when issued and fully paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non- assessable.
Due and Valid Issuance. The Shares have been duly and validly allotted and reserved for issuance by the Company and when issued in accordance with this Agreement, and upon receipt of payment for the Shares, will be, if and when issued by the Company, duly and validly issued as fully paid and non-assessable Common Shares of the Company.
Due and Valid Issuance. The Convertible Note, when issued and fully paid for in accordance with the terms of this Agreement, will be validly issued. The shares of Common Stock issued or issuable upon conversion of the Convertible Note (the “Conversion Shares”), when issued in accordance with the terms of the Transaction Documents, will be validly issued, full paid and non-assessable.
Due and Valid Issuance. At each Closing, the Shares will be duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable.
Due and Valid Issuance. The Securities, when issued and fully paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable. The shares of Common Stock issued or issuable upon conversion of the Convertible Promissory Note (the “Conversion Shares”) have been duly authorized and reserved for issuance upon such conversion, and when issued in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable.
Due and Valid Issuance. Upon delivery, the Lender’s Shares will be duly and validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof;
Due and Valid Issuance. All of the Preferred Units and Common Units issued and outstanding as of the Closing, and all of the Preferred Units and Common Units when issued and outstanding following each Drawdown will be, duly authorized, validly issued, fully paid and non-assessable, and free and clear of all Encumbrances. The holders of all of such Preferred Units and Common Units will be entitled to all benefits relating thereto under the Partnership Agreement.
Due and Valid Issuance. The Series B Shares, when issued and fully paid for in accordance with the terms of the Transaction Documents, will be validly issued, full paid and non-assessable. The shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), issued or issuable upon conversion of the Series B Shares (the “Conversion Shares”) have been duly authorized and reserved for issuance upon such conversion, and when issued in accordance with the terms of the Series B Certificate of Designations, will be validly issued, full paid and non-assessable.
Due and Valid Issuance. The Shares comprising the Equity Payment and the Earn-out Payments (if any) have been duly authorized and, when issued, delivered and paid for at the Closing in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable.
Due and Valid Issuance. The Series B Preferred, when issued as provided in this Agreement, will be duly and validly issued, fully paid and non-assessable and will be issued in compliance with all applicable Federal and state securities Laws and any other applicable Laws.
