Issuance of the Conversion Shares. The Conversion Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company.
Issuance of the Conversion Shares. Upon issuance, the Conversion Shares will be duly authorized, validly issued, outstanding, fully paid and non-assessable. The delivery to each Preferred Stockholder of a certificate or certificates representing the Conversion Shares at the Closing will transfer to such Preferred Stockholder good and valid title to the Conversion Shares which it is entitled to receive hereunder, free and clear of all liens and encumbrances.
Issuance of the Conversion Shares. Upon the execution of this Agreement as provided in Section 4.1 hereto (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, the Company shall issue to the Holder, and Holder shall accept from Company, the Conversion Shares.
