Common use of Valid Issuance of Shares Clause in Contracts

Valid Issuance of Shares. The Subscription Shares, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws and under the Shareholders Agreement). The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the Charter Documents of the Company, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Shareholders Agreement). The issuance of the Subscription Shares and the Conversion Shares is not subject to any preemptive rights, rights of first refusal or similar rights.

Valid Issuance of Shares. The Subscription Subscribed Shares, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws and under the Shareholders AgreementAncillary Agreements). The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the Charter Documents of the CompanyMemorandum and Articles, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Shareholders AgreementAncillary Agreements). The issuance of the Subscription Shares Subscribed Shares, and the Conversion Shares is not subject to any preemptive rights, rights of first refusal or similar rights.

Valid Issuance of Shares. The Subscription Shares, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws and under the Shareholders Agreement). The Conversion Shares have been will be reserved at Closing for issuance and, upon issuance in accordance with the terms of the Charter Documents of the CompanyMemorandum and Articles, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Shareholders Agreement). The issuance of the Subscription Shares and the Conversion Shares is will not be subject to any preemptive rights, rights of first refusal or similar rightsrights other than those that have been or will be duly waived prior to or at the Closing, as applicable.

Valid Issuance of Shares. The Subscription Subscribed Shares, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws and under the Shareholders AgreementAncillary Agreements). The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the Charter Documents of the CompanyMemorandum and Articles, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Shareholders AgreementAncillary Agreements). The issuance of the Subscription Subscribed Shares and the Conversion Shares is not subject to any preemptive rights, rights of first refusal or similar rights.

Valid Issuance of Shares. The Subscription Shares, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws and under the Shareholders AgreementAncillary Agreements). The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the Charter Documents of the CompanyMemorandum and Articles, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Shareholders AgreementAncillary Agreements). The issuance of the Subscription Shares and the Conversion Shares is not subject to any preemptive rights, rights of first refusal or similar rights.

Valid Issuance of Shares. The Subscription Preferred Shares, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws and under the Shareholders AgreementTransaction Documents). The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the Charter Documents of the CompanyMemorandum and Articles, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Shareholders AgreementTransaction Documents). The issuance of the Subscription Preferred Shares and the Conversion Shares is not and will not be subject to any preemptive rights, rights of first refusal or similar rightsrights other than those set forth in the Transaction Documents.

Valid Issuance of Shares. The Subscription Subscribed Shares, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws and under the Shareholders AgreementTransaction Documents). The Conversion Shares have been will be reserved at the Closing for issuance and, upon issuance in accordance with the terms of the Charter Documents of the CompanyMemorandum and Articles, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Shareholders AgreementTransaction Documents). The issuance of the Subscription Subscribed Shares and the Conversion Shares is not subject to any preemptive rights, rights of first refusal or similar rights.

Valid Issuance of Shares. The Subscription Shares, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws and under the Shareholders AgreementAgreement and Memorandum and Articles). The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the Charter Documents of the CompanyMemorandum and Articles, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Shareholders AgreementAgreement and Memorandum and Articles ). The issuance of the Subscription Shares and the Conversion Shares is not subject to any preemptive rights, rights of first refusal or similar rights.

Valid Issuance of Shares. The Subscription Preferred Shares, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws and under the Shareholders AgreementAncillary Agreements). The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the Charter Documents of the CompanyMemorandum and Articles, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Shareholders AgreementAncillary Agreements). The issuance of the Subscription Preferred Shares and the Conversion Shares is not subject to any preemptive rights, rights of first refusal or similar rights.

Valid Issuance of Shares. The Subscription Shares, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws and under the Shareholders AgreementAncillary Agreements (if applicable)). The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the Charter Documents of the CompanyMemorandum and Articles, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Shareholders AgreementAncillary Agreements (if applicable)). The issuance of the Subscription Shares and the Conversion Shares is not and will not be subject to any preemptive rights, rights of first refusal or similar rights.

Valid Issuance of Shares. The Subscription Investor Shares, when issued, delivered issued and paid for allotted in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws laws, the Restated Articles and under the Shareholders AgreementTransaction Documents). The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the Charter Documents of the CompanyRestated Articles, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Shareholders AgreementAgreement and the Restated Articles). The issuance of the Subscription Investor Shares and the Conversion Shares is not subject to any preemptive rights, rights of first refusal or other similar rightsrights of any person which have not otherwise been waived.