The Buyer Shares. The Buyer Shares when delivered hereunder will be duly authorized, validly issued, and fully paid and nonassessable. The Buyer Shares will be issued pursuant to Section 4(2) of the Securities Act. Any certificates representing Buyer Shares issued to any Seller will contain a restrictive legend.
The Buyer Shares. On the Closing Date, all stock transfer or other taxes and charges (other than income taxes) which are required to be paid in connection with the issue, sale and transfer of the Buyer Shares to the Buyer hereunder will have been fully paid by the Individuals and all laws imposing such taxes or charges will have been fully complied with in respect of the Buyer Shares by the Individuals and the Company.
The Buyer Shares. The Company shall have delivered to the Buyer a certificate or certificates for the Buyer Shares together with funds sufficient for payment of any applicable stock transfer tax payable in respect of the transfer of the Buyer Shares to the Buyer.
The Buyer Shares. The Buyer Shares will be, when issued, duly issued, validly existing fully paid and non-assessable, free and clear of any Liabilities and other encumbrances and restrictions, except as set forth herein.
The Buyer Shares. The Buyer Shares will, when issued and delivered to the Stockholders in accordance with this Agreement, be duly authorized, validly issued, fully paid and nonassessable.
The Buyer Shares. The Buyer Shares shall be validly issued as of the Closing Date, free and clear of any covenant, condition, restriction, voting arrangement, charge, Security Interest, option or adverse claim, other than restrictions on transfer under federal and applicable state securities laws. Upon delivery of certificates representing the Buyer Shares, the Shareholders will acquire good and marketable title to the Buyer Shares, free and clear of any Security Interest, restrictions or claims, other than restrictions on transfer under federal and applicable state securities laws.
The Buyer Shares. The Buyer Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), and such securities may not be sold, assigned, pledged, hypothecated, transferred or otherwise disposed of absent registration under the Act or the availability of an applicable exemption therefrom. Each certificate evidencing any of the Buyer Shares shall bear the following or substantially legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE FEDERAL AND STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
The Buyer Shares. When issued to the Company Shareholders at the Closing, Buyer Shares comprising the Buyer Shares will be validly issued, fully paid, and non-assessable.
The Buyer Shares. As of the Closing Date, the authorized capital stock of Buyer consists of 175,000,000 shares of Buyer Common Stock and 20,000,000 shares of Buyer Preferred Stock, of which 148,503,318 shares of Buyer Common Stock and 2,500,000 shares of Buyer Preferred Stock are issued and outstanding prior to giving effect to the Closing. Buyer has reserved from its duly authorized capital stock the Buyer Shares issuable at the Closing pursuant to this Agreement. When issued by Buyer to Sellers in accordance with the terms of this Agreement, assuming the accuracy of the representations and warranties of Sellers contained in this Agreement, (a) Sellers will acquire good and marketable title to the Buyer Shares, and the Buyer Shares will be issued, free and clear of all Liens except (i) those imposed by applicable securities Laws, (ii) the rights of the Buyer Indemnified Parties under this Agreement (including under ARTICLE VII), (iii) those incurred by Sellers or their Affiliates and (iv) as set forth in Section 6.7; (b) the Buyer Shares will be validly and duly issued and fully paid and non-assessable; and (c) the Buyer Shares will not be subject to any preemptive or similar rights of a shareholder of Buyer to subscribe for or purchase additional securities of Buyer as a result of such issuance.
The Buyer Shares. The Buyer shall deliver to the Stockholder on the Closing Date original certificates evidencing such Stockholder’s Pro Rata Portion of the Buyer Shares.
