nonassessable. The Company covenants that all Shares which may be issued upon the exercise of this Warrant will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof. Certificates for Shares purchased hereunder shall be delivered to the Holder promptly after the date on which this Warrant shall have been exercised.
nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:
nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, ---------------------------- as in effect on the date hereof (the "By-laws"), and the terms of all securities ------- convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.
nonassessable. There are no agreements, understandings or undertakings governing the rights and duties of the Company or any Subsidiary of the Company as a stockholder of any Subsidiary (other than a Subsidiary wholly owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company) under which the Company or any Subsidiary is or may become obligated, directly or indirectly, to acquire or dispose of any equity interest in, make any capital contribution or extend credit to, or act as guarantor, surety or indemnitor for any liability of any Subsidiary (other than a Subsidiary wholly owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company). Other than Subsidiaries of the Company, the Company has no interest in any corporation, joint venture, limited liability company, limited liability partnership, or other business enterprise of any nature, other than investments in marketable securities acquired in the ordinary course of business.
nonassessable. This Option is being granted in consideration of the employment of Grantee with the Company. All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise provided herein.
nonassessable. No Subsidiary of the Company owns any shares of capital stock of the Company.
nonassessable. Except as disclosed in the Company’s filings with the Securities and Exchange Commission (the “SEC Documents”), no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances of any nature.
nonassessable. All issued and outstanding shares of NSL are owned of record and held by Jansxx xxx are not subject to any security interests, liens, charges, encumbrances, restrictions or rights of any third parties of any kind or nature. NSL has no outstanding options, warrants or other rights to purchase or subscribe to, or securities convertible into or exchangeable for any shares of capital stock. NSL has no subsidiaries.
nonassessable. No preemptive rights, co-sale rights, rights of first refusal or other similar rights to subscribe for or to purchase the Company's capital stock exist with respect to the issuance and sale of the Securities by the Company pursuant to this Agreement and the terms of the Warrants. No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the registration statement to be filed by the Company pursuant to the Registration Rights Agreement (the "Registration Statement").
nonassessable. There are no obligations, contingent or otherwise, of DSW or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of DSW Common Stock.
