Common use of Issuance and Delivery of the Shares Clause in Contracts

Issuance and Delivery of the Shares. The Shares, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any liens or encumbrances, provided, however, that the Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Bb Biotech Ag), Common Stock Purchase Agreement (Aviron)

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Issuance and Delivery of the Shares. The Shares, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any liens or encumbrances, ; provided, however, that the Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

Appears in 1 contract

Samples: Purchase and Registration Rights Agreement (Algos Pharmaceutical Corp)

Issuance and Delivery of the Shares. The Shares, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any liens or encumbrances, providedPROVIDED, howeverHOWEVER, that the Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Cv Therapeutics Inc)

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Issuance and Delivery of the Shares. The Shares, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any liens or encumbrances, provided, however, that the Shares may be subject to restrictions on transfer ----------------- under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Aviron)

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