Common use of Valid Issuance of Exchange Shares Clause in Contracts

Valid Issuance of Exchange Shares. The Exchange Shares have been duly authorized and validly reserved for issuance, and, when issued and delivered by Empire in accordance with the provisions of this Agreement, will (a) be duly authorized, validly issued, fully paid, and nonassessable and free of preemptive rights, and free and clear of all liens, claims, encumbrances, adverse interests of any kind and free of any restriction on transfer, other than restrictions on transfer under applicable federal and state securities laws, and (b) represent (i) 80.25% of Empire's issued and outstanding Common Stock, determined as of the Closing Date, on a fully diluted basis (full dilution for purposes of this Section shall include all shares of Common Stock, including shares of Common Stock held as treasury shares, shares of Common Stock reserved for issuance upon exercise of outstanding options to acquire Common Stock (whether vested or unvested) and shares of Common Stock reserved for issuance pursuant to warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Common Stock) and (ii) at least 80% of the voting rights in Empire. The Exchange Shares will be issued in compliance with all applicable federal and state securities laws. Upon issuance and delivery of the Exchange Shares by Empire in accordance with the provisions of this Agreement and consummation of the Common Stock Redemption (as hereinafter defined), the authorized, issued and outstanding capital stock of Empire will consist solely of (i) shares of Common Stock, (ii) 44,258 shares of Series B Preferred Stock and (iii) 1,730,697 shares of Series E Preferred Stock.

Valid Issuance of Exchange Shares. The Exchange Shares have been duly authorized and validly reserved for issuance, and, when issued and delivered by Empire in accordance with the provisions of this Agreement, will (a) be duly authorized, validly issued, fully paid, and nonassessable and free of preemptive rights, and free and clear of all liens, claims, encumbrances, adverse interests of any kind and free of any restriction on transfer, other than restrictions on transfer under applicable federal and state securities laws, and (b) represent 80.25% of (i) 80.25% of Empire's issued and outstanding Common Stock, determined as of the Closing Date, on a fully diluted basis (full dilution for purposes of this Section shall include all shares of Common Stock, including shares of Common Stock held as treasury shares, shares of Common Stock reserved for issuance upon exercise of outstanding options to acquire Common Stock (whether vested or unvested) and shares of Common Stock reserved for issuance pursuant to warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Common Stock) and (ii) at least 80% of the voting rights in Empire. The Exchange Shares will be issued in compliance with all applicable federal and state securities laws. Upon issuance and delivery of the Exchange Shares by Empire in accordance with the provisions of this Agreement and consummation of the Common Stock Redemption (as hereinafter defined)Redemptions in accordance with the provisions of this Agreement, the authorized, issued and outstanding capital stock of Empire will consist solely of (i) shares of Common Stock, Stock and (ii) 44,258 shares of Series B Preferred Stock and (iii) 1,730,697 shares of Series E Preferred Stock.