Validity of the Shares. The Shares, when issued pursuant to the terms of this Agreement, will be validly issued, and fully paid and nonassessable and will be free of any liens or encumbrances; provided, however, that the Shares will be subject to restrictions on transfer under state and/or federal securities laws as set forth herein. e.
Validity of the Shares. The Shares and the Underlying Common Shares will be validly issued, fully paid and nonassessable.
Validity of the Shares. (a) Upon the issuance to the Investor as contemplated herein, the Shares will have been 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.
Validity of the Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued.
Validity of the Shares. The Company has duly authorized and reserved for issuance a number of shares of Common Stock equal to the maximum number of Exchanged Shares that may be issued pursuant to this Agreement. When issued and delivered in accordance with the terms of this Agreement, the Exchanged Shares will be validly issued, fully paid and nonassessable, and the issuance of any such Exchanged Shares will not subject to any preemptive or similar rights.
Validity of the Shares. The Shares and Warrants, when issued pursuant to the terms of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Certificate of Designation and the Warrants, will be validly issued, and fully paid and nonassessable and will be free of any liens or encumbrances; provided, however, that such securities will be subject to restrictions on transfer under state and/or federal securities laws as set forth herein and subject to certain other restrictions, including restrictions imposed pursuant to Nasdaq Marketplace Rules, as set forth in the Certificate of Designations and the Warrants.
Validity of the Shares. The Shares have been duly ---------------------- authorized by CTI and, when paid for in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Common Stock or Series B Preferred, as the case may be. The Conversion Shares have been duly reserved for issuance upon conversion of the Series B Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock. Neither the issuance, sale and delivery of the Shares nor the issuance and delivery of the Conversion Shares are subject to any preemptive rights of shareholders of CTI or to any right of first refusal or other similar right in favor of any person.
Validity of the Shares. The Shares, when issued, sold, and delivered in accordance with the terms and for the consideration expressed in this Agreement, shall be duly and validly issued, fully paid and non-assessable, and free from any Liens other than those created by Seller Parent or imposed by applicable state and federal securities Laws and other than restrictions on transfer to which the Shares are subject. Assuming the accuracy of the representations and warranties of Seller Parent in Section 5.27, the Shares will be issued in compliance with all applicable securities Laws and applicable rules of the national securities exchange on which Buyer Parent’s common stock is listed.
Validity of the Shares. The sale of the Shares (including any ---------------------- Conversion Shares) is not and will not be subject to any preemptive rights or rights of first refusal that have not been waived. When issued, sold and delivered in compliance with the provisions of this Agreement, the Shares will be validly issued, fully paid and nonassessable, and will be free of any liens, encumbrances or, except as set forth in the immediately following sentence, restrictions. The Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The voting rights, designations, preferences, limitations and special rights of the Shares (including the Conversion Shares), when issued, shall be as fully set forth in the Articles and Exhibit D attached hereto. The Company has reserved a sufficient number of shares of its Common Stock (as hereinafter defined) for issuance upon conversion of any Preferred Stock issued and sold hereunder and such shares of Common Stock, when issued in accordance with the terms of such Preferred Stock, will be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, liens or restrictions, except for restrictions on transfer imposed by applicable securities laws.
Validity of the Shares. The shares of common stock to be issued to Seller pursuant to Section 2.2(a) hereof will be, when issued, legally and validly issued, fully-paid and non-assessable.
