Valid Issuance of Parent Shares. 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.
Valid Issuance of Parent Shares. Prior to the closing under the Stage 1 Purchase Agreement, Parent shall have (i) duly filed the Series A Preferred Stock Certificate of Designations and Series B Preferred Stock Certificate of Designations, in the forms attached as Exhibits B-1 and B-2 hereto, respectively, with the Secretary of State of the State of New York in accordance with all applicable provisions of the Business Corporation Law of the State of New York and (ii) delivered to the Investors a correct and complete official copy of such filing dated and stamped as accepted and filed by such Secretary of State. The issuance, sale and delivery by Parent of the shares of Series A Preferred Stock and Series B Preferred Stock pursuant to the Stage 1 Purchase Agreement (and the issuance and delivery of shares of Series B Preferred Stock issuable in exchange for any such shares of Series A Preferred Stock) and of the Convertible Shares in accordance with this Agreement, and the issuance and delivery of the Conversion Shares issuable upon conversion of all such shares of Series A Preferred Stock and Series B Preferred Stock, have been duly authorized by all necessary corporate action on the part of Parent (subject, with respect to the Convertible Shares, to obtaining the Required Parent Shareholder Approval). The Conversion Shares have been duly reserved for issuance. The Convertible Shares (when issued, sold and delivered at the Closing against payment therefor in accordance with the provisions of this Agreement), all shares of Series A Preferred Stock and Series B Preferred Stock deliverable pursuant to the Stage 1 Purchase Agreement (and all shares of Series B Preferred Stock issuable in exchange for any such shares of Series A Preferred Stock), and all of the Conversion Shares (when issued upon conversion of such shares of Series A Preferred Stock and Series B Preferred Stock), will all be duly and validly issued, fully paid and nonassessable, free and clear of any Liens (other than transfer restrictions of general applicability under the Securities Act). No Person has any preemptive right which would be triggered by reason of the issuance of Convertible Shares, the Stage 1 Shares or Conversion Shares.
Valid Issuance of Parent Shares. When issued and delivered at the Closing in accordance with the terms hereof, the Closing Consideration Shares and the Earn-Out Shares shall be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to this Agreement, as a result of any action by Seller or under federal or state securities Laws.
Valid Issuance of Parent Shares. The Parent Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Documents, and applicable securities laws. Assuming the accuracy of the representations of the Vendors in Article IV of this Agreement and subject to the filings and consent described in Section 5.2 of this Agreement, the Parent Shares will be issued in compliance in all material respects with all applicable securities laws.
Valid Issuance of Parent Shares. When issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, the Parent Shares to be issued as Merger Consideration will be duly and validly authorized and issued, fully paid and non-assessable, free and clear of all liens, and, based in part on the representations of the Company Stockholders in the Stockholder Adoption Agreements and the Letter of Transmittal, will be issued in compliance with all applicable federal and state securities laws.
Valid Issuance of Parent Shares. The Parent Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Documents, and applicable state and federal securities laws. Assuming the accuracy of the representations of the Vendors in Article IV of this Agreement and subject to the filings and consent described in Section 5.2 of this Agreement, the Parent Shares will be issued in compliance in all material respects with all applicable federal and state securities laws.
Valid Issuance of Parent Shares. The shares of ------------------------------- Parent to be issued pursuant to this Agreement will, when issued, be duly authorized, validly issued, fully paid and non-assessable, and issued in compliance with all applicable United States federal and state securities laws.
Valid Issuance of Parent Shares. 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 that a Shareholder complies with Parent's policies regarding insider trading and any rules promulgated under the Securities Act of 0000, xx xxxxxed, or the Exchange Act, the shares of Parent Common Stock will be eligible for resale subject to and in accordance with Rule 144 promulgated under the Exchange Act one year following the Closing (including certain volume restrictions under such Rule 144).
