Due Issuance and Authorization of Capital Stock. All of the outstanding shares of capital stock of the Company and each Subsidiary have been duly authorized, validly issued and are fully paid and non-assessable.
Due Issuance and Authorization of Capital Stock. All of the outstanding shares of capital stock of the Company have been validly issued and are fully paid and nonassessable. No shares of capital stock of the Company are subject to any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow equity or other encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing (collectively, “Encumbrances”) and the sale and delivery of the Securities to the Investor pursuant to the terms hereof will vest in the Investor legal and valid title to such Securities free and clear of all Encumbrances.
Due Issuance and Authorization of Capital Stock. All of the shares of capital stock of the Company outstanding on the date hereof have been validly issued and are fully paid and non-assessable. On the Closing Date, the sale and delivery of the Exchange Shares, when issued, sold and delivered in accordance with the terms hereof, and the issuance and/or delivery of the Conversion Shares upon conversion of the Exchange Shares in accordance with the terms of the Certificate of Designation (Series B) will be duly authorized, validly issued, fully paid and non-assessable, and free from all taxes and will vest in the holders thereof legal and valid title to such Exchange Shares or Conversion Shares, as the case may be, free and clear of any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow, equity or other encumbrance (collectively, “Encumbrances”), and will not be subject to preemptive rights or other similar rights of stockholders of the Company, and the issuance of such shares will not impose personal liability upon the holder thereof. Following the filing of the Charter Amendment with the Secretary of State of the State of Delaware, a sufficient number of authorized shares of Common Stock have been reserved for issuance upon conversion of the Exchange Shares.
Due Issuance and Authorization of Capital Stock. All of the outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and, except as set forth in Schedule 23(b) hereto, are free from preemptive rights.
Due Issuance and Authorization of Capital Stock. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of any or all of the stockholders of the Company. The shares of Class A Common Stock to be issued and delivered to the Investor pursuant to the terms hereof will be, upon issuance, duly authorized, validly issued, fully paid and non-assessable, and will not be subject to preemptive rights or other similar rights of any or all stockholders of the Company and will not impose personal liability upon the Investor thereof.
Due Issuance and Authorization of Capital Stock. All of the outstanding shares of capital stock of the Company have been validly issued and are fully paid and non-assessable. The sale and delivery of the shares of Series C Preferred Stock to the Purchasers, when issued, sold and delivered in accordance with the terms and for the consideration hereof, and the issuance of the Conversion Shares upon conversion of the shares of Series C Preferred Stock will vest in the holders thereof legal and valid title to such Securities, free and clear of any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow, equity or other encumbrance (collectively, “Encumbrances”).
Due Issuance and Authorization of Capital Stock. All of the shares of capital stock of the Company outstanding on the date hereof have been validly issued and are fully paid and non-assessable. On the Closing Date, the sale and delivery of the Purchased Shares, when issued, sold and delivered in accordance with the terms hereof, and the issuance and/or delivery of the Conversion Shares upon conversion of the Purchased Shares in accordance with the terms of the Certificate of Designation (Series C), and the issuance and/or delivery of the Warrants and the Warrant Shares upon exercise of the Warrants in accordance with their terms will be duly authorized, validly issued, fully paid and non-assessable, and free from all taxes and will vest in the holders thereof legal and valid title to such Purchased Shares, Conversion Shares, the Warrants or Warrant Shares, as the case may be, free and clear of any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow, equity or other encumbrance (collectively, “Encumbrances”), and will not be subject to preemptive rights or other similar rights of stockholders of the Company, and the issuance of such shares will not impose personal liability upon the holder thereof. Following the filing of the Charter Amendment with the Secretary of State of the State of Delaware, a sufficient number of authorized shares of Common Stock have been reserved for issuance upon conversion of all of the Purchased Shares and exercise of all of the Warrants.
Due Issuance and Authorization of Capital Stock. All of the outstanding shares of capital stock of the Company have been duly authorized, validly issued and are fully paid and nonassessable. Except as set forth on Schedule 5.2, no shares of capital stock of the Company are subject to (a) preemptive rights or any other similar rights of the stockholders of the Company or (b) any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow equity, restriction or transfer or other encumbrance (collectively, “Encumbrances”) imposed by the Company or any agreement to which the Company or its officers or directors are a party and the sale and delivery of the Securities to the Purchasers pursuant to the terms hereof and the issuance of the Conversion Shares to the Purchasers upon conversion of the Series C Preferred Shares and Series C-1 Preferred Shares will vest in the Purchasers legal and valid title to such Securities, free and clear of all Encumbrances other than those that may arise solely by virtue of the action of the Purchasers or under applicable securities laws. At the Closing, the Securities will be duly authorized, validly issued, fully paid and nonassessable and a sufficient number of shares of Common Stock have been reserved for issuance upon conversion of the Series C Preferred Shares and Series C-1 Preferred Shares. Except as set forth on Schedule 5.2 none of the Securities are subject to (a) preemptive rights or any other similar rights of the stockholders of the Company or (b) immediately prior to the Closing, Encumbrances.
Due Issuance and Authorization of Capital Stock. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of any or all of the Stockholders. The shares of Common Stock and Warrants to be issued and delivered to the Investor pursuant to the terms hereof have been duly authorized and will be, upon issuance, validly issued, fully paid and non-assessable, and will be free from all taxes, Liens, preemptive rights and charges with respect to the issue thereof. The Underlying Shares to be issued and delivered to the Investor pursuant to the terms of the Warrants have been duly authorized and will be, upon issuance, validly issued, fully paid and non-assessable, and will be free from all taxes, Liens, preemptive rights and charges with respect to the issue thereof. The Company has reserved from its duly authorized capital stock solely for the benefit of the Investor and its Affiliates the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Due Issuance and Authorization of Capital Stock. The issuance and delivery of the Securities to Picasso pursuant to the terms hereof will vest in Picasso good and valid title to such Securities. Upon the issuance and delivery of the Securities to Picasso pursuant to the terms hereof, such Securities will be duly authorized, validly issued, fully paid and non-assessable, free and clear of all Encumbrances other than those caused to exist by Picasso and restrictions imposed under applicable securities Laws.
