Validity of Exchange Shares. Upon their issuance in accordance with, and subject to, the terms and conditions of this Agreement, the Exchange Shares shall be validly issued, fully paid and non-assessable.
Validity of Exchange Shares. At the Closing, the Exchange Shares to be issued and delivered to the CJVE Stockholder Parties hereunder will, when so issued and delivered, constitute valid and legally issued shares of PETX Common Stock, fully paid and non-assessable.
Validity of Exchange Shares. The Exchange Shares have been duly authorized for issuance and, when issued to such Member for the consideration set forth herein, will be duly and validly issued, fully paid, non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. At the Closing, such Member will acquire good and valid title to the number of Exchange Shares determined by the Proration Calculation, in each case free and clear of any and all liens, claims, charges and encumbrances, restrictions on voting or alienation or otherwise, or adverse interests.
Validity of Exchange Shares. The Exchange Shares to be issued at the Closing, when issued and delivered, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Members as contemplated by Article III hereof and assuming the accuracy thereof, the issuance of the Exchange Shares upon consummation of the Exchange will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” or securities laws.
Validity of Exchange Shares. (a) The Exchange Shares have been duly authorized and, upon delivery, will be validly issued, fully paid and non-assessable; (b) the Exchange Shares will be issued with restrictive legends that restrict the transfer of such Exchange Shares under the U.S. federal securities laws as set forth in Section 2.4 of this Agreement; and (c) the Exchange Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights. Upon delivery of such Exchange Shares to the Holder pursuant to the Exchange, such Exchange Shares shall be free and clear of all Liens.
Validity of Exchange Shares. The Exchange Shares to be --------------------------- delivered by Sylvan hereunder have been duly authorized for issuance and will, when issued and delivered as provided in this Agreement, be duly and validly issued, fully paid and non-assessable.
Validity of Exchange Shares. Upon their issuance in accordance with, and subject to, the terms and conditions of this Agreement, the Exchange Sh ares shall be validly issued, fully paid and non-assessable.
Validity of Exchange Shares. When issued and delivered in accordance with the terms of this Agreement, the Exchange Shares shall be duly and validly authorized, issued and outstanding, fully paid and non-assessable, shall not have been issued in violation of preemptive rights of any Person.
Validity of Exchange Shares. The Exchange Shares have been duly authorized and, upon delivery, will be fully paid and non-assessable; the Exchange Shares will be issued without any legends that restrict the transfer of such Exchange Shares under the U.S. federal securities laws; and the Exchange Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights. Upon delivery of such Exchange Shares to the Holder pursuant to the Exchange, such Exchange Shares shall be free and clear of all Liens created by the Company.
