Due Issuance. The Subscription Shares are duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and non-assessable and free and clear of any Lien, right of first refusal, third-party right or interest, claim or restriction of any kind or nature, except for restrictions arising under the Securities Act or created by virtue of this Agreement. Good and valid title to the Subscription Shares will be passed to the Selling Shareholder upon entry of the Selling Shareholder into the register of members of the Buyer as the respective legal owners of the applicable Subscription Shares. Initial by: 7 Buyer [ ] / Selling Shareholder [ ]
Due Issuance. Warrant Shares, when issued pursuant to the terms and conditions hereof, shall be duly and validly issued and fully-paid and non-assessable, and free from all liens, encumbrances and other charges thereon.
Due Issuance. The shares of Stock owned by such Shareholder are validly issued, fully paid and nonassessable.
Due Issuance. The Notes and the Warrants to be issued and the shares of Common Stock to be issued upon exercise of the Warrants will be duly authorized and, when issued and paid for in accordance with this Agreement, and the Warrants, as the case may be, will be duly and validly issued and outstanding, fully paid and non-assessable, free and clear of all Liens and will not be subject to pre-emptive or similar rights of stockholders of the Company.
Due Issuance. All shares of Fifth Third Common Stock to be received by the shareholders of Franklin as a result of the Merger pursuant to the terms of this Agreement shall be, upon transfer or issuance, duly and validly issued, fully paid and non-assessable, and will not, upon such transfer or issuance, be subject to the preemptive rights of any shareholder of Fifth Third.
Due Issuance. The Series B Preferred Stock to be delivered to Parent at the Closing has been duly authorized and will be, when issued to Parent in accordance with the terms hereof, validly issued, fully paid and nonassessable.
Due Issuance. The Purchaser Common Stock have been validly reserved and ------------ allotted for issuance to the Stockholders, and at Closing the Purchaser Common Stock will be validly issued to the Stockholders as fully-paid and non-assessable.
Due Issuance. The Subscription Shares are duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and non-assessable and free and clear of any Lien, right of first refusal, third-party right or interest, claim or restriction of any kind or nature, except for restrictions arising under the Securities Act or created by virtue of this Agreement. Good and valid title to the Subscription Shares will be passed to the Selling Shareholder upon entry of the Selling Shareholder into the register of members of the Buyer as the respective legal owners of the applicable Subscription Shares.
Due Issuance. The shares of Buyer Common Stock to be acquired by Seller hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and U.S. federal securities Laws and liens or encumbrances created by or imposed by Buyer or any distributee of Buyer. The shares of Buyer Common Stock to be acquired by Seller hereunder are not subject to any preemptive rights or rights of first refusal.
Due Issuance. The shares of Class B Common Stock purchasable ------------ upon the exercise hereof have been duly authorized and reserved for issuance by the Company and when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.
