Common use of Valid Issuance Clause in Contracts

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 85 contracts

Samples: Agreement and Plan of Merger and Reorganization (Skye Bioscience, Inc.), Agreement and Plan of Merger and Reorganization (Newlink Genetics Corp), Agreement and Plan of Merger (Sesen Bio, Inc.)

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Valid Issuance. The Subject to Section 1.5(c), the Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 20 contracts

Samples: Agreement and Plan of Merger (Photon Dynamics Inc), Agreement and Plan of Merger and Reorganization (St. Bernard Software, Inc.), Shareholder Agreement (Boole & Babbage Inc)

Valid Issuance. The Parent Common Stock to be issued in connection with the Merger willwill be duly authorized and, when issued issued, delivered and paid for as provided in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable.

Appears in 12 contracts

Samples: Agreement and Plan of Merger (Dala Petroleum Corp.), Agreement and Plan of Merger (Northern Oil & Gas, Inc.), Agreement and Plan of Merger (Digitiliti Inc)

Valid Issuance. The Parent Common Stock to be issued in connection with the Merger willwill be duly authorized and, when issued issued, delivered and paid for as provided in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Aftermarket Enterprises, Inc.), Agreement and Plan of Merger (Cardiff International Inc), Agreement and Plan of Merger (Reflect Scientific Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be duly authorized, validly issued, fully paid and nonassessable.

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc), Agreement and Plan of Merger (Safeguard Scientifics Inc Et Al), Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, Agreement be validly issued, fully paid and nonassessable.

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Alliqua BioMedical, Inc.), Agreement and Plan of Merger and Reorganization (Myos Rens Technology Inc.), Agreement and Plan of Merger and Reorganization (Mast Therapeutics, Inc.)

Valid Issuance. The Parent Common Stock to be issued in by virtue of the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Siebel Systems Inc), Agreement and Plan (Scopus Technology Inc), Agreement and Plan (Scopus Technology Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger have been duly and validly reserved for issuance, and will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Viggle Inc.), Agreement and Plan of Merger (Viggle Inc.), Agreement and Plan of Merger (Viggle Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger has been duly authorized and will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenon-assessable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Twinlab Consolidated Holdings, Inc.), Agreement and Plan of Merger (Western Capital Resources, Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger Merger, including the Parent Common Stock to be issued upon the exercise of the Parent Warrants, has been duly authorized and will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenon-assessable.

Appears in 2 contracts

Samples: Asset Contribution and Separation Agreement (Alliqua BioMedical, Inc.), Agreement and Plan of Merger (Wireless Ronin Technologies Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable, free and clear of all Encumbrances, except for any restrictions imposed under federal or state securities Laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Kubient, Inc.), Agreement and Plan of Merger and Reorganization (Kubient, Inc.)

Valid Issuance. The Parent Common Stock to be issued in connection with the Merger willwill be duly authorized and, when issued issued, delivered and paid for as provided in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenon- assessable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Autoline Group Inc), Agreement and Plan of Merger (Syntony Group Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger and to be issued upon exercise of the assumed Company Options and any assumed Company Warrants will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Etec Systems Inc), Agreement and Plan of Reorganization (Applied Materials Inc /De)

Valid Issuance. The Parent Common Stock and Parent Convertible Preferred Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Aquinox Pharmaceuticals, Inc), Agreement and Plan of Merger (Leap Therapeutics, Inc.)

Valid Issuance. The shares of Parent Common Stock to be issued in pursuant to the Merger will, when issued in accordance with the provisions requirements of this AgreementAgreement and other applicable documents, be fully paid, validly issued, fully paid issued and nonassessablenon-assessable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Foundry Networks Inc), Agreement and Plan of Merger (Foundry Networks Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and be issued in compliance with all federal and state securities laws.

Appears in 1 contract

Samples: Merger and Reorganization (Pharmacopeia Inc)

Valid Issuance. The Parent Common Stock to be issued in the -------------- Merger willpursuant to Section 2.7(b), if applicable, will when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (It Group Inc)

Valid Issuance. The Parent Common Stock to that may be issued in the Merger willMerger, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Agreement of Merger (Oclaro, Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger willwill be, when issued in accordance with the provisions of this Agreement, be (i) validly issued, fully paid and nonassessablenonassessable and (ii) issued and granted in compliance with (a) all applicable securities laws and other applicable Legal Requirements, and (b) all requirements set forth in applicable Contracts.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Micronetics Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.Indemnification, Etc.

Appears in 1 contract

Samples: Agreement of Merger (Oclaro, Inc.)

Valid Issuance. The Parent Common Stock to be issued in connection with the Merger Transactions will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nvidia Corp/Ca)

Valid Issuance. The shares of Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Conatus Pharmaceuticals Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and not subject to any preemptive rights created by statute, Parent’s Certificate of Incorporation or Parent’s Bylaws or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Evolving Systems Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and free and clear of all liens or encumbrances.

Appears in 1 contract

Samples: Voting Agreement (Acuson Corp)

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Valid Issuance. The Parent Common Stock to be issued in the Merger willMerger, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flex Pharma, Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable, as described herein.

Appears in 1 contract

Samples: Reorganization Agreement (Titan Corp)

Valid Issuance. The Intec Parent Common Stock to be issued in the Merger as the Merger Consideration will, when issued in accordance with the provisions of this Agreement, Agreement be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Intec Pharma Ltd.)

Valid Issuance. The All shares of Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and free of preemptive rights.

Appears in 1 contract

Samples: Escrow Agreement (MergeWorthRx Corp.)

Valid Issuance. The Parent Common Stock common stock to be issued in the Merger Mergers will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Affiliate Agreement (Ebay Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger I will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and issued in compliance with applicable securities laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Borland Software Corp)

Valid Issuance. The shares of Parent Common Stock to be issued in connection with the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vivakor, Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger willMerger, -------------- when issued in accordance with the provisions of this Agreement, Agreement will be validly issued, fully paid and nonassessable.;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Petsmart Com Inc)

Valid Issuance. The Parent Common Stock to be Stock, if issued in the Merger pursuant to Section 1.6 or upon conversion of the Notes pursuant to the terms and conditions contained therein, will, when issued in accordance with the provisions of this AgreementAgreement or the Notes, as applicable, be validly issued, fully paid and nonassessablenon-assessable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Patient Infosystems Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, have been duly authorized and be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Gemphire Therapeutics Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger willMerger, -------------- when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Onvia Com Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.. 3.24

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Skye Bioscience, Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger and upon exercise of Company Options assumed in accordance with the provisions of this Agreement and, if applicable, upon exercise of the Company Warrant assumed in accordance with the provisions of this Agreement will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Ebay Inc)

Valid Issuance. The Parent Common Stock to be issued in the -------------- Merger will, when issued in accordance with the provisions of this Agreement, the Agreement of Merger and the Certificate of Merger, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Verisign Inc/Ca)

Valid Issuance. The Parent Common Stock to be issued in the Merger will--------------- Merger, when issued in accordance with the provisions of this Agreement, Agreement will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pulsepoint Communications)

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