Authorized Securities. The shares of Parent Common Stock issuable pursuant to Article III of this Agreement (the “Merger Shares”) have been duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to preemptive or similar rights of shareholders.
Authorized Securities. (a) The Parent Shares issuable pursuant to Section 3.1(b) shall be duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to preemptive or similar rights of shareholders.
Authorized Securities. The Merger Shares shall be duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to preemptive or similar rights of stockholders. The Assumed Options and the Assumed Warrants assumed by Parent hereunder shall be duly issued and authorized when issued in accordance with this Agreement and any share of Parent Common Stock issued upon the exercise thereof according to the terms thereof will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to preemptive or similar rights of stockholders.
Authorized Securities. The issuance of the Shares and Warrants shall have been duly authorized, and upon payment of the Purchase Price by IDT and delivery of the Shares and Warrants by the Company, the Shares and Warrants shall be validly issued, fully paid and nonassessable.
Authorized Securities. The Company covenants that during the period this Warrant is outstanding, it will use its best efforts to reserve from its authorized and unissued shares of Common Stock a sufficient number of shares of Common Stock to provide for the issuance of the shares of Common Stock upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing certificates to execute and issue the necessary certificates for the shares of Common Stock upon the exercise of the purchase rights under this Warrant.
Authorized Securities. The Stock to be issued and sold by the Company to the Underwriters hereunder has been duly and validly authorized and, when issued and delivered against payment therefor as provided herein will be duly and validly issued, fully paid, non-assessable and free and clear of any preemptive or other similar rights, and will conform to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus; and the issuance of the Stock is not subject to any preemptive or similar rights. The Warrant Shares have been duly authorized and reserved for issuance, conform to the description thereof in the General Disclosure Package and the Prospectus and have been validly reserved for issuance and will, upon exercise of the Representatives’ Warrants (as defined below) and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or be subject to preemptive or similar rights to subscribe for or purchase securities of the Company and the holders thereof will not be subject to personal liability by reason of being such holders. The issuance of the Representatives’ Securities (as defined below) out of the Company’s authorized capital has been duly authorized.
Authorized Securities. The shares of Parent Common Stock issuable pursuant to Article III of this Agreement (the “Merger Shares”) have been duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to preemptive or similar rights of stockholders. Based in part on the representations and warranties of the Cardo Members included in the Investor Letters and assuming the accuracy thereof, the issuance of the Merger Shares will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the registration or qualification requirements of any applicable state blue sky or securities Laws. In issuing the Merger Shares hereunder, neither Parent nor anyone acting on Parent’s behalf has offered to sell the Merger Shares by any form of general solicitation or advertising. 5.5
Authorized Securities. The shares of Parent Common Stock and Parent Series C Preferred Stock issuable pursuant to Section 3.1(a), Section 3.3(a), Section 3.3(b), and Section 3.3(c) shall be duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to preemptive or similar rights of stockholders. The Adjusted Parent Options, Adjusted Parent Series C Options and Parent Warrants shall be duly issued and authorized when issued in accordance with this Agreement and any share of Parent Common Stock or Parent Series C Preferred Stock issued upon the exercise thereof according to their respective terms, as applicable, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to preemptive or similar rights of stockholders.
Authorized Securities. The Company has sufficient authorized but unissued shares of its Common Stock sufficient to complete the Conversion.
Authorized Securities. (a) The Parent Shares issuable pursuant to Section 3.1(b) and Section 3.2(b) shall be duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to preemptive or similar rights of shareholders. The Parent Assumed Options and Parent Assumed Warrants shall be duly issued and authorized when issued in accordance with this Agreement and any Parent Shares issued upon the exercise thereof according to their respective terms, as applicable, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to preemptive or similar rights of shareholders. The Parent Securitiesholder List as of January 28, 2008 attached as Schedule 6.4 is true and correct and accurately reflects the number of Parent Shares, Parent Options and Parent Warrants held by each Parent Shareholder, Parent Optionholder and Parent Warrantholder.
