Common use of Lawful Issuance Clause in Contracts

Lawful Issuance. All of the outstanding shares of capital stock, membership interests, and other securities of the Company and each of its Subsidiaries were offered, issued, and sold, and the Purchased Securities have been offered and at the Closing will be issued and sold, in compliance with (i) all applicable preemptive or similar rights of all persons, and (ii) assuming the truthfulness and accuracy of the representations made by the Purchaser in Section 3 hereof, all applicable provisions of the Securities Act and the rules and regulations thereunder, and all applicable state securities laws and the rules and regulations thereunder. No person has any valid right to rescind any purchase of any shares of capital stock or other securities of the Company or any of its Subsidiaries.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Johnson Winston), Stock Purchase Agreement (Media & Entertainment Com Inc)

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Lawful Issuance. All of the outstanding shares of capital stock, membership interests, stock --------------- and other securities of the Company and each of its Subsidiaries were offered, issued, and sold, and the Purchased Securities have been offered and at the Closing will be issued and sold, in compliance with (i) all applicable preemptive preemptive, participation, rights of first refusal or similar rights of all persons, and (ii) assuming the truthfulness and accuracy of the representations made by the Purchaser AC in Section 3 hereof, all applicable provisions of the Securities Act Act, and the rules and regulations thereunder, and all applicable state securities laws and the rules and regulations thereunder. No person has any valid right to rescind any purchase of any shares of capital stock or other securities of the Company or any of its SubsidiariesCompany.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (Prime Response Group Inc/De), Common Stock and Warrant Purchase Agreement (Prime Response Inc/De)

Lawful Issuance. All of the outstanding shares of capital stock, membership interests, and other securities of the Company and each of its Subsidiaries were offered, issued, and sold, and the Purchased Shares and other Acquired Securities have been offered and at the Closing will be issued and sold, in compliance with (i) all applicable preemptive or similar rights of all persons, and (ii) assuming the truthfulness and accuracy of the representations made by the Purchaser Purchasers in Section 3 hereof, all applicable provisions of the Securities Act and the rules and regulations thereunder, and all applicable state securities laws and the rules and regulations thereunder. No person has any valid right to rescind any purchase of any shares of capital stock or other securities of the Company or any of its SubsidiariesCompany.

Appears in 2 contracts

Samples: Series C Preferred Stock Purchase Agreement (Net Value Holdings Inc), Series C Preferred Stock Purchase Agreement (Net Value Holdings Inc)

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Lawful Issuance. All of the outstanding shares of capital stock, membership interests, and other securities of the Company and each of its Subsidiaries were offered, issued, and sold, and the Purchased Securities have been offered and at the Closing will be issued and sold, in compliance with (i) all applicable preemptive or similar rights of all persons, and (ii) assuming the truthfulness and accuracy of the representations made by the Purchaser Purchasers in Section 3 hereof, all applicable provisions of the Securities Act and the rules and regulations thereunder, and all applicable state securities laws and the rules and regulations thereunder. No person has any valid right to rescind any purchase of any shares of capital stock or other securities of the Company or any of its SubsidiariesCompany.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Art Technology Group Inc)

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