Issuance of Buyer Common Stock. When issued in accordance with the terms of this Agreement, the shares of Buyer Common Stock to be issued pursuant to the Offer will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.
Issuance of Buyer Common Stock. The shares of Buyer Common Stock issuable upon the conversion of the Convertible Notes, when issued, will be duly authorized, validly issued, fully paid and non-assessable.
Issuance of Buyer Common Stock. Issuance of all Closing Shares and Future Shares by Buyer to the Company Stockholders in accordance with Sections 3.1(b) and 3.1(d) is subject to the following:
Issuance of Buyer Common Stock. The shares of Buyer Common Stock to be issued by Buyer to the shareholders of Company pursuant to this Agreement will, on the issuance and delivery to such shareholders pursuant to this Agreement, be duly authorized, validly issued, fully paid and non-assessable.
Issuance of Buyer Common Stock. The CBD Shares to be issued pursuant to Section 1.2, when issued, sold and delivered in compliance with the provisions of this Agreement, will be duly authorized and validly issued, fully paid and non-assessable.
Issuance of Buyer Common Stock. Buyer shall deliver to Sellers’ Representative, a certificate or certificates representing the Stock Purchase Price, in the names and denominations as set forth in a certificate delivered by Sellers’ Representative to Buyer at least five business days prior to the Closing Date.
Issuance of Buyer Common Stock. The shares of Buyer Common Stock ------------------------------ representing the Stock Consideration and, if applicable, the Additional Stock Consideration, to be issued pursuant to the Acquisition will be duly authorized, validly issued, fully paid, non-assessable and issued in compliance with applicable federal and state securities laws subject to the truth and accuracy of Seller's representations in Section 3A.5 of this Agreement.
Issuance of Buyer Common Stock. The shares of Buyer Common Stock to be issued by Buyer to the shareholders of Target pursuant to this Agreement will, on the issuance and delivery to such shareholders pursuant to this Agreement, be duly authorized, validly issued, fully paid and nonassessable. The shares of Buyer Common Stock to be issued to the shareholders of Target pursuant to this Agreement are and will be free of any preemptive rights of the shareholders of Buyer or any other Person. The shares of Buyer Common Stock to be issued to the shareholders of Target pursuant to this Agreement pursuant to the Registration Statement after it has become effective, except for shares of Buyer Common Stock issued to any shareholder of Target who may be deemed to be an “affiliate” (under the Exchange Act) of Buyer after completion of the Merger, will be freely tradable by each Target shareholder who is not a dealer for purposes of the Securities Act.
Issuance of Buyer Common Stock. The Stock Consideration to be issued hereunder will be newly issued, duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens (other than those arising under securities Laws), and will not be issued in violation of any preemptive right, purchase option, call option, right of first refusal or similar options. Buyer has and on the Closing Date will have a sufficient number of shares of Buyer Common Stock authorized for issuing the Stock Consideration.
Issuance of Buyer Common Stock. Upon issuance in accordance with the terms and conditions of this Agreement, the Closing Shares, including the Escrow Shares, shall be duly and validly issued and outstanding, fully paid and nonassessable, free and clear of any Restrictions with respect to issuance and shall not be subject to preemptive rights or similar rights of any other shareholders of Buyer. The Closing Shares, including the Escrow Shares, will have be issued in material compliance with all applicable United States federal and state securities laws.
