Common use of Due Issuance Clause in Contracts

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 [ ]