Issuance of Buyer Common Stock Sample Clauses

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. 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. When issued in accordance with this Agreement, Buyer Common Stock to be issued as part of the Purchase Price will be duly authorized, validly issued, fully paid, non-assessable and free of preemptive and similar rights. Buyer has sufficient authorized capital stock to meet its obligations to issue Buyer Common Stock pursuant to this Agreement.

Issuance of Buyer Common Stock. If Buyer issues shares of Buyer Common Stock on the Contingent Consideration Closing Date, such shares, when so issued, will be validly issued by Buyer, fully paid and nonassessable securities of Buyer, and issued in compliance with applicable federal and state securities laws.

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 pursuant to Section 1.09, when issued, sold and delivered in compliance with the provisions of this Agreement, will be duly authorized and validly issued, fully paid and nonassessable. Subject to restrictions on transfer under the securities laws of the United States of America or any state thereof, such shares are not, and will not be, subject to any preemptive rights, rights of first refusal or restrictions on transfer. Assuming the accuracy of the representations contained in Section 2.33, such shares will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended.

Issuance of Buyer Common Stock. (a) As of the date of this Agreement, the authorized capital stock of Buyer consisted of 500,000,000 shares of Buyer Common Stock and of 20,000,000 shares of Buyer Preferred Stock. As of the close of business on January 31, 2023, the issued and outstanding capital stock of Buyer consisted of 83,089,862 shares of Buyer Common Stock and of 880,400 shares of Buyer Preferred Stock. (b) Buyer has authorized the issuance and delivery of the Buyer Common Stock in accordance with this Agreement and, subject to the issuance of the Buyer Common Stock pursuant to the terms of this Agreement, Buyer has reserved for issuance shares of Buyer Common Stock issuable in the Closing Equity Consideration. (c) As of the Closing Date, the Buyer Common Stock to be issued in the Closing Equity Consideration will be duly authorized and, upon issuance, sale, and delivery as contemplated by this Agreement, such Buyer Common Stock will be validly issued, fully paid, and non-assessable securities of Buyer.

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 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.