Validity of Purchased Securities Sample Clauses

Validity of Purchased Securities. The Purchased Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued to Purchaser free of any liens, claims or other encumbrances, except for restrictions on transfer provided for herein, in the LLC Agreement or under the Securities Act or other applicable securities laws.
Sample 1Sample 2
AutoNDA by SimpleDocs
Validity of Purchased Securities. Upon issuance to the Investors as contemplated herein, the Notes issuable to the Investors hereunder will have been duly authorized and validly issued without violation of the preemptive rights of any Person and will be free and clear of any Liens (other than restrictions on transfer imposed by this Agreement, the other Transaction Documents and applicable securities laws), taxes or charges. Upon issuance following conversion of the Notes, the Underlying Shares will be duly authorized and validly issued without violation of the preemptive rights of any Person and will be fully-paid and nonassessable, free and clear of any Liens (other than restrictions on transfer imposed by this Agreement, the other Transaction Documents and applicable securities laws), taxes or charges.
Sample 1Sample 2
Validity of Purchased Securities. The Purchased Securities, when issued, sold, and delivered in accordance with the terms and for the consideration expressed in this Agreement, will be duly and validly issued, fully-paid and non-assessable and will be free of any preemption or similar rights, liens or encumbrances. Save as otherwise provided under any of the Transaction Documents, at the Closing, the Series A Preferred Stock issuable upon the exercise of the Warrant has been duly and validly Reserved and, assuming such stock is issued to SAIF, upon issuance will be duly and validly issued, fully-paid and non-assessable and will be free of any preemption or similar rights, liens or encumbrances. Save as otherwise provided under any of the Transaction Documents, at the Closing, the Series A-1 Preferred Stock, when issued and delivered to SAIF in exchange for the Founders Shares, will be duly and validly issued, fully-paid and non-assessable and will be free of any preemption or similar rights, liens or encumbrances. The Common Stock issuable upon the conversion of the Series A Preferred Stock or the Series A-1 Preferred Stock in accordance with the Restated Memorandum and Articles, upon issuance in connection with such conversion, will be duly and validly issued, fully-paid and non-assessable and will be free of any preemption or similar rights, liens or encumbrances other than any liens or encumbrances created by or imposed thereon by the holders.
Sample 1

Related to Validity of Purchased Securities

  • Segregation of Purchased Securities To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof. Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing]* [any]** lien or to obtain substitute securities.

  • Valid Issuance of Purchased Shares The Purchased Shares, when issued, sold, delivered, and paid for by the Investor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and non-assessable

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Notes and Warrants Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), a Note in the original principal amount as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers along with Warrants to acquire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.

  • Sale Shares On the day for Completion determined under clause 4.1, the Seller must sell, and the Buyer must buy, the Sale Shares for the Purchase Price free and clear of all Encumbrances.

Time is Money Join Law Insider Premium to draft better contracts faster.