Validly Issued. Upon issuance of the Shares identified in this Agreement and receipt by the Corporation, such Shares shall be validly issued and outstanding, fully paid, non-assessable and free and clear of all liens and encumbrances arising through the actions of the Corporation or its directors, officers, employees or agents.
Validly Issued. The MJHI Stock, when issued, will be duly authorized, validly issued, and non-assessable.
Validly Issued. Upon receipt by the Company of payment for the Shares as contemplated by this Agreement and upon issuance of the Shares in accordance with this Agreement, the Shares will be validly issued and outstanding, fully paid and non-assessable.
Validly Issued. The Common Stock, when issued, will be duly authorized, validly issued, and non-assessable.
Validly Issued. The shares of Parent Common Stock to be issued pursuant to the Merger have been duly authorized and, upon issuance, will be validly issued, fully paid and non-assessable.
Validly Issued. Upon issuance of the Common Stock identified in Section 1 of this Agreement and receipt by the Corporation of the Promissory Note representing the amounts owed to Creditor by Corporation pursuant to the terms of the Promissory Note, properly endorsed and accompanied by all instruments necessary to effect the transfer of such Promissory Note to the Corporation, such Common Stock shall be validly issued and outstanding, fully paid, nonassessable and free and clear of all liens and encumbrances arising through the actions of the Corporation or its directors, officers, employees or agents.
Validly Issued. The total authorized number of shares of capital stock which Lason, Inc. has authority to issue is 20,000,000 shares of Common Stock, par value of $0.01 per share, of which as of October 31, 1997, 11,467,175 shares are issued and outstanding, and 5,000,000 shares of preferred stock, par value $0.01 per share, of which as of October 31, 1997, no shares are issued and outstanding. Additionally, as of October 31, 1997, certain persons hold options to acquire approximately 645,214 shares of Lason Common Stock. When issued in accordance with the terms of this Agreement, the Lason Common Stock being issued to Shareholders will be validly issued, fully paid and non-assessable. Except with respect to the foregoing and future acquisitions by Lason, Inc., at October 31, 1997, there are no other outstanding subscriptions, options, rights, warrants, convertible securities or other agreements or commitments obligating Lason, Inc. to issue any additional shares of its capital stock of any class. Notwithstanding the above, Lason, Inc. intends to issue additional securities in connection with, among others, future acquisitions and employee compensation
Validly Issued. The Preferred Equity Shares to be issued as of the Conversion Date and the Conversion Shares, if and when issued, will be validly issued, fully paid and non-assessable.
Validly Issued. Upon issuance of the shares of the Series A Preferred identified in Section 1 of this Agreement and receipt by the Company of the certificates representing Caledonia Shares properly endorsed and accompanied by all instruments necessary to effect the transfer of such shares of the Common Stock to the Company (collectively, the "Certificates"), such shares of the Series A Preferred shall be validly issued and outstanding, fully paid, nonassessable and free and clear of all liens and encumbrances arising through the actions of the Company or its directors, officers, employees or agents.
Validly Issued. The NAAC Share constitutes, duly authorized, validly and legally issued shares of the NAAC’s common stock, fully-paid and non-assessable.