Valid Issuance of Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the terms of this Agreement will be duly authorized, validly issued, fully paid, and non-assessable and will not be subject to any preemptive rights.
Valid Issuance of Parent Common Stock. The Parent Common Stock which will be issued in connection with the Merger, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable and will be issued in compliance with all applicable federal and state securities laws provided, however, that such shares of Parent Common Stock shall be subject to restrictions on transfer of shares of capital stock imposed by the rules and regulations of the Securities Act, the Exchange Act or blue sky laws.
Valid Issuance of Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to this Agreement will, when issued, be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. Assuming the accuracy of the representations and warranties of the Seller in Section 3.26 hereof and compliance with the covenants and agreements of Seller in Section 6.02(a) hereof, the shares of Parent Common Stock to be issued to Seller pursuant to this Agreement will be validly issued pursuant to the “private placement” exemption from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act.
Valid Issuance of Parent Common Stock. The shares of Parent Common Stock to be issued as Merger Consideration hereunder, when issued in exchange for the shares of Target Common Stock in accordance with terms of this Agreement, will be validly issued, fully paid and nonassessable.
Valid Issuance of Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to this Agreement will, when issued, be duly authorized, validly issued, fully paid and non-assessable. Assuming each Company Preferred Stockholder executes a Stockholder Representation Letter in the form attached hereto as Exhibit E, delivers such Stockholder Representation Letter to Parent prior to the Effective Time, and does not amend or revoke such Stockholder Representation Letter prior to the Effective Time, and assuming the accuracy of the representations and warranties of the Company Preferred Stockholders in the Stockholder Representation Letters, the shares of Parent Common Stock to be issued pursuant to this Agreement will be validly issued pursuant to the “private placement” exemption from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act.
Valid Issuance of Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to this Agreement will, when issued, be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights and, except as contemplated by this Agreement, the Ancillary Agreements and applicable federal securities laws, free and clear of any encumbrances. Assuming the accuracy of the representations and warranties, and compliance with the covenants and agreements, of Seller in Section 6.02(a), and of the Seller Interest Holders and Key Continuing Employees pursuant to the Stock Restriction Agreements, the shares of Parent Common Stock to be issued to Seller pursuant to this Agreement will be validly issued pursuant to the “private placement” exemption from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act.
Valid Issuance of Parent Common Stock. The Parent Common Stock that is being purchased by the Sellers under this Agreement, when sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly authorized, validly issued, fully paid and non-assessable.
Valid Issuance of Parent Common Stock. The Parent Common Stock issuable in connection with the Merger, when issued by Parent in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable free and clear of all Encumbrances (other than restrictions on transfer imposed by federal and state securities Laws). Assuming (a) the accuracy of the representations and warranties of the Company Stockholders contained in the Support Agreement, the Stockholder Consents and the SAFE Holder Joinders and Releases (as applicable) and (b) none of the Company, the Company Stockholders or any of their respective Affiliates has taken any action to prevent the issuance of Parent Common Stock in the Merger from being exempt from the registration requirements of applicable U.S. federal and state securities Laws, the issuance thereof will not violate or conflict with any provisions of applicable U.S. federal or state Law or the rules, regulations and policies of Nasdaq or any other applicable stock exchange or securities regulatory authority and will not be issued in contravention of any other Person’s rights therein or with respect thereto.
Valid Issuance of Parent Common Stock. The Parent Common Stock, when issued and delivered in accordance with the terms of this Agreement, (a) will be duly and validly issued, fully paid and nonassessable and (b) to the knowledge of the chief executive officer of Parent, upon the date of issuance will be free of restrictions on transfer other than restrictions on transfer that are (i) imposed by or under (x) Parent’s xxxxxxx xxxxxxx policy, this Agreement, the Lock-Up Agreements, or any other Transaction Document, (y) applicable state and federal securities laws or (z) a Person other than Parent, or (ii) otherwise outside of Parent’s control.
Valid Issuance of Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to this Agreement (including the Parent Restricted Shares and shares of Parent Common Stock issuable pursuant to the exercise of Parent Stock Options) will, when issued, be duly authorized, validly issued, fully paid and non-assessable (assuming, in the case of the shares of Parent Common Stock issuable upon the exercise of the Parent Stock Options, the Company’s receipt of the consideration payable for such shares of Parent Common Stock in accordance with the terms of the Parent Stock Options) and issued in compliance with federal and state securities Laws, free and clear of all Encumbrances.
