Common use of Valid Issuance of the Shares Clause in Contracts

Valid Issuance of the Shares. The Shares being purchased by the Investor hereunder will, upon issuance pursuant to the terms hereof, be duly authorized and validly issued, fully paid and nonassessable. No preemptive rights or other rights to subscribe for or purchase the Company's capital stock exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as disclosed in the SEC Documents, no stockholder of the Company (other than the stockholders who purchase Shares in the Offering) has any right which has not been properly waived or has not expired by reason of lapse of time following the notification of the Company's intent to file the registration statement to be filed by the Company pursuant to Registration Rights Agreement (the "REGISTRATION STATEMENT") to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company shall be required for the issuance and sale of the Shares by the Company or the filing of the Registration Statement by the Company.

Appears in 2 contracts

Samples: Subscription Agreement (Peoples Liberation Inc), Form of Subscription Agreement (National Coal Corp)

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Valid Issuance of the Shares. The Shares being purchased by the Investor Purchasers hereunder will, upon issuance pursuant to the terms hereof, be duly authorized and validly issued, fully paid and nonassessable. No preemptive rights or other rights to subscribe for or purchase the Company's ’s capital stock exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as disclosed in the SEC Documents, no stockholder of the Company (other than the stockholders who purchase Shares in the Offering) has any right (which has not been properly waived or has not expired by reason of lapse of time following the notification of the Company's ’s intent to file the registration statement to be filed by the Company pursuant to Registration Rights Agreement (the "REGISTRATION STATEMENT"“Registration Statement”) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the Registration Statement. No As of the Effective Date, no further approval or authority of the stockholders or the Board of Directors of the Company shall be required for the issuance and sale of the Shares by the Company Company, or the filing of the Registration Statement by the Company, as contemplated herein.

Appears in 1 contract

Samples: Stock Purchase Agreement (Regeneration Technologies Inc)

Valid Issuance of the Shares. The Shares being purchased by the Investor Purchasers hereunder will, upon issuance pursuant to the terms hereof, be duly authorized and validly issued, fully paid and nonassessable. No preemptive rights or other rights to subscribe for or purchase the Company's ’s capital stock exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as disclosed in the SEC Documents, no stockholder of the Company (other than the stockholders who purchase Shares in the Offering) has any right (which has not been properly waived or has not expired by reason of lapse of time time) following the notification of the Company's ’s intent to file the registration statement to be filed by the Company pursuant to Registration Rights Agreement (the "REGISTRATION STATEMENT"“Registration Statement”) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the Registration Statement. No As of the Effective Date, no further approval or authority of the stockholders or the Board of Directors of the Company shall be required for the issuance and sale of the Shares by the Company Company, or the filing of the Registration Statement by the Company, as contemplated herein.

Appears in 1 contract

Samples: Stock Purchase Agreement (Staar Surgical Co)

Valid Issuance of the Shares. The Shares being purchased by the Investor Purchasers hereunder will, upon issuance pursuant to the terms hereof, be duly authorized and validly issued, fully paid and nonassessable. No preemptive rights or other rights to subscribe for or purchase the Company's capital stock exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as disclosed in the SEC Documents, no stockholder of the Company (other than the stockholders who purchase Shares in the Offering) has any right (which has not been properly waived or has not expired by reason of lapse of time time) following the notification of the Company's intent to file the registration statement to be filed by the Company pursuant to Registration Rights Agreement (the "REGISTRATION STATEMENTRegistration Statement") to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the Registration Statement. No As of the Closing Date, no further approval or authority of the stockholders or the Board of Directors of the Company shall be required for the issuance and sale of the Shares by the Company Company, or the filing of the Registration Statement by the Company, as contemplated herein.

Appears in 1 contract

Samples: Stock Purchase Agreement (Staar Surgical Company)

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Valid Issuance of the Shares. The Shares being purchased by the Investor hereunder will, upon issuance pursuant to the terms hereof, be duly authorized and validly issued, fully paid and nonassessable. No preemptive rights or other rights to subscribe for or purchase the Company's ’s capital stock exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as disclosed in the SEC Documents, no stockholder of the Company (other than the stockholders who purchase Shares in the Offering) has any right which has not been properly waived or has not expired by reason of lapse of time following the notification of the Company's ’s intent to file the registration statement to be filed by the Company pursuant to Registration Rights Agreement (the "REGISTRATION STATEMENT"“Registration Statement”) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company shall be required for the issuance and sale of the Shares by the Company or the filing of the Registration Statement by the Company.

Appears in 1 contract

Samples: Subscription Agreement (National Coal Corp)

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