Validly Issued, etc Sample Clauses
The "Validly Issued, etc" clause affirms that shares or securities referenced in an agreement have been properly authorized, issued, and are fully paid and non-assessable. In practice, this means the company confirms it has followed all necessary corporate procedures and legal requirements for issuing the securities, and that investors will not be liable for any further payments related to those shares. This clause provides assurance to investors that their ownership interests are legitimate and free from defects, thereby reducing the risk of future disputes or claims regarding the validity of the securities.
Validly Issued, etc. All of the Pledged Interests are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights of any Person.
Validly Issued, etc. All of the Securities of each Issuer have been validly issued and are fully paid and nonassessable.
Validly Issued, etc. All of the Pledged Interests have been duly authorized and are validly issued.
Validly Issued, etc. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value (if any) of the shares of Common Stock deliverable upon conversion of the Notes, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at the adjusted Conversion Price.
Validly Issued, etc. All of the outstanding stock of RPI has been -------------------- validly issued and are fully paid and nonassessable.
Validly Issued, etc. All of the Securities of each Issuer pledged by such Pledgor hereunder have been validly issued and are fully paid and nonassessable.
Validly Issued, etc. All of the Pledged Shares have been validly issued and are fully paid and nonassessable. The Pledged Shares constitute all of the issued and outstanding shares of capital stock of NACT and Telemate. Other than the Pledged Shares, the Pledgor owns no shares of capital stock or any other equity security of NACT or Telemate. Except as set forth in the Pledge Agreement, the Pledgor is not a party to or bound by any agreement affecting or relating to its right to transfer or vote the Pledged Shares. There is not outstanding, nor is NACT or Telemate bound by, any subscriptions, options, preemptive rights, warrants, calls, commitments or agreements or rights of any character requiring NACT or Telemate to issue, or entitling any Person to acquire, any additional shares of capital stock or any other equity security of NACT or Telemate, as the case may be.
Validly Issued, etc. Before taking any action which would ------------------- cause an adjustment reducing the Conversion Price below the then par value (if any) of the shares of Common Stock deliverable upon conversion of the New Subordinated Notes, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at the adjusted Conversion Price.
Validly Issued, etc. All of the outstanding stock and ownership -------------------- certificates of each Issuer has been validly issued and are fully paid and nonassessable.