Valid Issuance of Shares and Warrant Shares. The Shares and Warrant Shares have been duly authorized and, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration set forth herein, and with respect to the Warrant Shares, when issued, sold and delivered in accordance with the terms of this Agreement and the Warrants for the consideration set forth in the Warrants will be duly and validly issued, fully paid, and nonassessable and free of all Liens and restrictions on transfer other than the restrictions on transfer contained in this Agreement, and under applicable state and federal securities laws. No further approval of the security holders or the Board of Directors of the Company will be required for the issuance and sale of the Securities and the Warrant Shares to be sold as contemplated herein and in the Warrants, respectively.
Valid Issuance of Shares and Warrant Shares. The Shares that are being purchased by such Purchaser hereunder, when issued, sold and delivered in accordance with the terms of this Agreement, including payment of the Purchase Price, will be duly and validly issued, fully paid, and nonassessable. The Warrant Shares issuable upon exercise of the Warrants have been duly and validly authorized for issuance and, upon issuance in accordance with the terms of the Warrants, including the payment in full of the exercise price pursuant to the terms and conditions of the Warrant Certificate, will be duly and validly issued, fully paid, and nonassessable.
Valid Issuance of Shares and Warrant Shares. Upon payment of the Purchase Price by the Investors and delivery to the Investors of the certificates for the Shares, such Shares will be validly issued, fully paid and non-assessable and will be free and clear of all Liens imposed by the Issuer. Upon the exercise of the Warrants and the payment of the exercise price pursuant to such Warrants by the holders thereof, the Warrant Shares will be validly issued, fully paid and non-assessable and will be free and clear of all Liens imposed by the Issuer.
Valid Issuance of Shares and Warrant Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable shares of Common Stock and will be delivered free and clear of all claims, liens, encumbrances and security interests of any nature whatsoever and not subject to any preemptive rights. Upon issuance of the Warrants, the Warrant Shares will have been duly and validly reserved for issuance and, upon exercise of the Warrants (in the case of the Warrant Shares), will be duly and validly issued, fully paid and nonassessable and will be delivered free and clear of all claims, liens, encumbrances and security interests of any nature whatsoever and not subject to any preemptive rights that have not been waived. At the Closing, the Company and Parent will have each reserved out of its authorized Capital Stock the number of shares of Common Stock or Parent Common Stock, as the case may be, solely for the purpose of issue and delivery upon the Exchange, as provided in the Reorganization Agreement, and the exercise of the Warrants. The issued and outstanding shares of Common Stock are all, and the Parent Common Stock when issued will be, duly authorized, validly issued, fully paid and nonassessable by the Company, and were or will be with respect to the Parent Common Stock, issued in compliance with the registration and qualification requirements of all applicable federal securities laws.
Valid Issuance of Shares and Warrant Shares. The Securities and the Warrant Shares have been duly authorized and, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration set forth herein, and with respect to the Warrant Shares, when issued, sold and delivered in accordance with the terms of the Warrant for the consideration set forth in the Warrant, will be duly and validly issued, fully paid, and nonassessable and free of all Liens and restrictions on transfer other than the restrictions on transfer contained in this Agreement.
Valid Issuance of Shares and Warrant Shares. Upon payment of the Purchase Price by the Investors and delivery to the Investors of the certificates for the Shares, such Shares will be validly issued, fully paid and non-assessable and will be free and clear of all Liens imposed by the Issuer, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws. Upon the exercise of the Warrants and the payment of the exercise price pursuant to such Warrants by the holders thereof, the Warrant Shares will be validly issued, fully paid and non-assessable and will be free and clear of all Liens imposed by the Issuer and the Subsidiary, except for restrictions on transfer set forth in this Agreement, the Warrants or imposed by applicable securities laws.
Valid Issuance of Shares and Warrant Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable. The Warrant Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of this Agreement and the Warrant, will be duly and validly issued, fully paid and nonassessable.
