Valid Issuance of Stock. The Shares, when issued and delivered as provided in this Agreement, shall be duly authorized and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer pursuant to this Agreement and/or pursuant to federal and state securities laws.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Neoforma Inc), Asset Purchase Agreement (I Many Inc)
Valid Issuance of Stock. The SharesShares that are being purchased by Investor when issued, when issued sold and delivered as provided in accordance with the terms of this AgreementAgreement for the consideration expressed herein, shall will be duly authorized and validly issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer, transfer other than restrictions on transfer pursuant to under this Agreement and/or pursuant to and under applicable state and federal and state securities laws.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Construction Technology Industries Inc), Stock Purchase Agreement (Cathel Partners LTD)
Valid Issuance of Stock. The Shares, when issued issued, sold and delivered as provided in compliance with the provisions of this Agreement, shall will be duly authorized and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer pursuant to this Agreement and/or pursuant to issued in compliance with applicable federal and state securities laws. Such Shares will also be free and clear of any liens or encumbrances; provided, however, that the Shares shall be subject to the provisions of this Agreement and restrictions on transfer under state and/or federal securities laws. The Shares are not subject to any preemptive rights, rights of first refusal or restrictions on transfer.
Appears in 2 contracts
Sources: Exchange Agreement (Genesis Biopharma, Inc), Stock Purchase Agreement (Genesis Biopharma, Inc)
Valid Issuance of Stock. The SharesShares have been reserved for issuance and, ----------------------- when issued issued, sold and delivered as provided in accordance with the terms of this AgreementAgreement for the consideration providedfor herein, shall will be duly authorized and validly issued, fully -------- paid and nonassessable and will be free of any hens and free of any restrictions on transfer, trarisfer other than restrictions on transfer pursuant to this Agreement and/or pursuant to under applicable federal and state securities laws and will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Chicago Pizza & Brewery Inc)
Valid Issuance of Stock. The Shares, when issued and delivered paid for as provided in this Agreement, shall will be duly authorized and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer pursuant to this Agreement and/or pursuant to federal and state securities lawsnonassessable.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Neuropathix, Inc.)
Valid Issuance of Stock. The Shares, when issued and delivered paid for as ----------------------- provided in this Agreement, shall will be duly authorized and validly issued, fully paid and nonassessable and will be free of restrictions on transferany liens or encumbrances; provided, other than however, that the Shares may be subject to restrictions on transfer pursuant to this Agreement and/or pursuant to under state and federal and state securities laws.
Appears in 1 contract