Share Consideration. The Share Consideration shall be, at the time of issuance, duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens and will not be issued in breach or violation of any preemptive rights or interests of any third parties. The Share Consideration will, upon its issuance, rank equally with and have the same voting rights, dividend rights and other entitlements as the other fully paid Buyer Ordinary Shares.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/), Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/)
Share Consideration. The Share Consideration shall be, at the time of issuance, duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens and will not be issued in breach or violation of any preemptive rights or interests Contract. Assuming the accuracy of any third parties. The Seller Parent’s representations and warranties set forth in Section 4.23, the issuance of the Share Consideration will, upon its issuance, rank equally in accordance with the terms set forth in the Agreement is exempt from registration under the Securities Act and have the same voting rights, dividend rights and other entitlements as the other fully paid Buyer Ordinary Sharesotherwise issued in compliance with all Laws.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (Icu Medical Inc/De), Stock and Asset Purchase Agreement (Icu Medical Inc/De)
Share Consideration. The Share Consideration being delivered by Parent hereunder is and shall be, at the time of issuance, be duly authorized, authorized and validly issued, fully paid and nonassessable. Following the issuance of the Share Consideration, the Sellers shall acquire good and valid title to the Share Consideration, free and clear of all any Lien other than Liens and will not be issued in breach created by the Sellers or violation of any preemptive rights or interests of any third partiesapplicable securities Laws. The Share Consideration willwill be issued in compliance in all material respects with all applicable federal and state securities Laws, upon its issuance, rank equally with and have other than Laws imposed on the same voting rights, dividend rights and other entitlements as the other fully paid Buyer Ordinary SharesSellers.
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