Validity of Stock. The Shares, when issued, sold, and delivered by the Buyer in accordance with the terms of this Agreement, as well as all prior issuances of the Buyer's capital stock, shall be (or have been) duly authorized, validly issued, fully paid, and non-assessable and free of any liens or encumbrances.
Validity of Stock. The Shares, when sold and delivered in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, will be free of all mortgages, pledges, liens, leases, encumbrances, charges and adverse claims (“Encumbrances”) and will not be subject to any preemptive rights, rights of first refusal or redemption rights, other than as provided in this Agreement, the Certificate of Designation and in the Articles of Incorporation and Bylaws of the Seller.
Validity of Stock. The Merger Shares shall be, when issued: (a) duly authorized, validly issued, fully paid and nonassessable; and (b) free of liens and encumbrances created by any person or entity (other than the AeroAstro Shareholders), except for restrictions on transfer under applicable federal securities laws, including Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
Validity of Stock. 15 5.5 Capitalization............................................15 5.6 Disclosure................................................15
Validity of Stock. 12 Section 5.9 No Undisclosed or Contingent Liabilities...................................................12 Section 5.10 Absence of Certain Changes...............................................................12 Section 5.11 Litigation. Orders.........................................................................12 Section 5.12 Title to Properties: Encumbrances..........................................................12 Section 5.13 Equipment..................................................................................12 Section 5.14
Validity of Stock. The Purchased Shares and the Note Shares, when issued, sold and delivered in compliance with the provisions of this Agreement and will be validly issued, fully paid and nonassessable, will be free of any liens or encumbrances, and will not be subject to any preemptive rights, rights of first refusal or redemption rights, other than as provided herein and in the Restated Articles of Incorporation and the Bylaws (the "Bylaws") of the Company. The Purchased Shares and the Note Shares are not subject to any preemptive rights or rights of first refusal or redemption rights (other than as provided herein and in the Restated Articles of Incorporation and the Bylaws) and, upon issuance, will be validly issued, fully paid and non-assessable.
Validity of Stock. The Series A Preferred Stock, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly authorized and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws, and not subject to preemptive rights. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certification of Designation, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws.
Validity of Stock. The shares of Old Night Common Stock to be issued in the share exchange pursuant to this Agreement will be duly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and non-assessable with no personal liability attaching to the ownership of these shares, and will not be subject to preemptive rights.
Validity of Stock. The shares of Common Stock issuable upon exercise of the Warrant will, when issued in accordance with the terms of the Warrant, be duly authorized, legally issued shares of Common Stock.
Validity of Stock. The shares of Parent Common Stock to be issued as the Merger Consideration pursuant to this Agreement shall be duly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof, and will not be subject to preemptive rights.
