Common use of Shares Validly Issued Clause in Contracts

Shares Validly Issued. When issued in compliance with the provisions of this ------------------------- Agreement, the Shares will be validly issued, fully paid and nonassessable, and will be free of 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 3 contracts

Samples: Asset Purchase Agreement (Internet Business International Inc), Asset Purchase Agreement (Kanakaris Wireless), Asset Purchase Agreement (Internet Business International Inc)

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Shares Validly Issued. When issued in compliance with the provisions of this ------------------------- AgreementAgreement and the Restated Articles, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; , provided, however, that the Shares and the Conversion 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 proposedproposed and under a right of first refusal set forth in the Company’s Bylaws.

Appears in 2 contracts

Samples: License Agreement (Genomatica Inc), License Agreement (Genomatica Inc)

Shares Validly Issued. When issued in compliance with the provisions of this ------------------------- Agreement, the Shares will be validly issued, fully paid and nonassessable, and will be free of any liens liens, encumbrances or encumbrancesrestrictions on transfer; 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: Asset Purchase Agreement (Cdmi Productions Inc)

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Shares Validly Issued. When issued in compliance with the provisions of this ------------------------- Agreement, the Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares may be subject to restrictions on transfer as provided by the terms herein contained and/or 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: Asset Purchase Agreement (New York Health Care Inc)

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