Common use of Valid Issuance Clause in Contracts

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 94 contracts

Sources: Merger Agreement (Star Equity Holdings, Inc.), Agreement and Plan of Merger (ACELYRIN, Inc.), Merger Agreement (Alumis Inc.)

Valid Issuance. The Subject to Section 1.5(c), the Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 20 contracts

Sources: Agreement and Plan of Merger (Photon Dynamics Inc), Merger Agreement (St. Bernard Software, Inc.), Merger Agreement (Qualcomm Inc/De)

Valid Issuance. The Parent Common Stock to be issued in connection with the Merger willwill be duly authorized and, when issued issued, delivered and paid for as provided in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable.

Appears in 12 contracts

Sources: Merger Agreement (Dala Petroleum Corp.), Merger Agreement (Dala Petroleum Corp.), Merger Agreement (Gulf & Orient Steamship Company, Ltd.)

Valid Issuance. The Parent Common Stock to be issued in connection with the Merger willwill be duly authorized and, when issued issued, delivered and paid for as provided in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable.

Appears in 10 contracts

Sources: Merger Agreement (Aftermarket Enterprises, Inc.), Merger Agreement (Cardiff International Inc), Merger Agreement (Wizzard Software Corp /Co)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be duly authorized, validly issued, fully paid and nonassessable.

Appears in 6 contracts

Sources: Merger Agreement (Lipson David S), Merger Agreement (Integrated Systems Consulting Group Inc), Merger Agreement (First Consulting Group Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, Agreement be validly issued, fully paid and nonassessable.

Appears in 5 contracts

Sources: Merger Agreement (Myos Rens Technology Inc.), Merger Agreement (DropCar, Inc.), Merger Agreement (Alliqua BioMedical, Inc.)

Valid Issuance. The Subject to Section 1.5(d), the Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 3 contracts

Sources: Merger Agreement (Puma Technology Inc), Agreement and Plan of Merger and Reorganization (Caere Corp), Merger Agreement (Puma Technology Inc)

Valid Issuance. The Parent Common Capital Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 3 contracts

Sources: Agreement and Plan of Merger and Reorganization (Pulmatrix, Inc.), Merger Agreement (Blackboxstocks Inc.), Merger Agreement (Pulmatrix, Inc.)

Valid Issuance. The Subject to Section 1.4(c), the Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 3 contracts

Sources: Merger Agreement (La Man Corporation), Merger Agreement (Papais Lou A), Merger Agreement (Long Terry J)

Valid Issuance. The Parent Common Stock to be issued in the Merger have been duly and validly reserved for issuance, and will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 3 contracts

Sources: Merger Agreement (Viggle Inc.), Merger Agreement (Viggle Inc.), Merger Agreement (Viggle Inc.)

Valid Issuance. The shares of Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be duly authorized, validly issued, fully paid and nonassessablenonassessable and issued in compliance with all applicable Federal and state securities laws and the rules and regulations of the Nasdaq National Market.

Appears in 3 contracts

Sources: Agreement and Plan of Merger and Reorganization (Meridian Data Inc), Agreement and Plan of Merger and Reorganization (Snap Appliances Inc), Agreement and Plan of Merger and Reorganization (Quantum Corp /De/)

Valid Issuance. The Parent Common Stock to be issued in by virtue of the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 3 contracts

Sources: Merger Agreement (Scopus Technology Inc), Merger Agreement (Scopus Technology Inc), Merger Agreement (Siebel Systems Inc)

Valid Issuance. The Parent Common Stock to be issued in connection with the Merger willwill be duly authorized and, when issued issued, delivered and paid for as provided in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenon- assessable.

Appears in 2 contracts

Sources: Merger Agreement (Autoline Group Inc), Merger Agreement (Syntony Group Inc)

Valid Issuance. The Parent Common Stock and Parent Convertible Preferred Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Leap Therapeutics, Inc.), Merger Agreement (Aquinox Pharmaceuticals, Inc)

Valid Issuance. The Subject to Section 1.5, the Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 2 contracts

Sources: Merger Agreement (Invision Technologies Inc), Merger Agreement (Conexant Systems Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger has been duly authorized and will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenon-assessable.

Appears in 2 contracts

Sources: Merger Agreement (Western Capital Resources, Inc.), Merger Agreement (Twinlab Consolidated Holdings, Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger and to be issued upon exercise of the assumed Company Options and any assumed Company Warrants will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 2 contracts

Sources: Merger Agreement (Etec Systems Inc), Agreement and Plan of Reorganization (Applied Materials Inc /De)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable, free and clear of all Encumbrances, except for any restrictions imposed under federal or state securities Laws.

Appears in 2 contracts

Sources: Merger Agreement (Kubient, Inc.), Merger Agreement (Kubient, Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger Merger, including the Parent Common Stock to be issued upon the exercise of the Parent Warrants, has been duly authorized and will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenon-assessable.

Appears in 2 contracts

Sources: Merger Agreement (Alliqua BioMedical, Inc.), Merger Agreement (Wireless Ronin Technologies Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger willMerger, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

Appears in 2 contracts

Sources: Merger Agreement (Flex Pharma, Inc.), Merger Agreement

Valid Issuance. The shares of Parent Common Stock to be issued in pursuant to the Merger will, when issued in accordance with the provisions requirements of this AgreementAgreement and other applicable documents, be fully paid, validly issued, fully paid issued and nonassessablenon-assessable.

Appears in 2 contracts

Sources: Merger Agreement (Foundry Networks Inc), Merger Agreement (Foundry Networks Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger I will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and issued in compliance with applicable securities laws.

Appears in 2 contracts

Sources: Merger Agreement, Merger Agreement (Borland Software Corp)

Valid Issuance. The Parent Common Stock to that may be issued in the Merger willMerger, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Sources: Merger Agreement (Oclaro, Inc.)

Valid Issuance. The Subject to Section 1.5(c), the Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and issued in material compliance with applicable state and federal securities laws.

Appears in 1 contract

Sources: Merger Agreement (Siebel Systems Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger willwill be, when issued in accordance with the provisions of this Agreement, be (i) validly issued, fully paid and nonassessablenonassessable and (ii) issued and granted in compliance with (a) all applicable securities laws and other applicable Legal Requirements, and (b) all requirements set forth in applicable Contracts.

Appears in 1 contract

Sources: Merger Agreement (Micronetics Inc)

Valid Issuance. The Parent Common Stock common stock to be issued in the Merger Mergers will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Sources: Merger Agreement (Ebay Inc)

Valid Issuance. The Parent Common Stock and Parent Preferred Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be duly authorized for issuance, validly issued, fully paid and nonassessable.

Appears in 1 contract

Sources: Merger Agreement (Placeware Inc)

Valid Issuance. The shares of Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Sources: Merger Agreement (Conatus Pharmaceuticals Inc.)

Valid Issuance. The Parent Common Stock to be issued in the -------------- Merger willpursuant to Section 2.7(b), if applicable, will when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Sources: Merger Agreement (It Group Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable, as described herein.

Appears in 1 contract

Sources: Merger Agreement (Titan Corp)

Valid Issuance. The Parent Common Stock to be issued in the -------------- Merger will, when issued in accordance with the provisions of this Agreement, the Agreement of Merger and the Certificate of Merger, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Sources: Merger Agreement (Verisign Inc/Ca)

Valid Issuance. The Intec Parent Common Stock to be issued in the Merger as the Merger Consideration will, when issued in accordance with the provisions of this Agreement, Agreement be validly issued, fully paid and nonassessable.

Appears in 1 contract

Sources: Merger Agreement (Intec Pharma Ltd.)

Valid Issuance. The Parent Common Stock to be issued in the Merger willMerger, when issued in accordance with the provisions of this Agreement, will have been duly authorized and will be validly issued, fully paid and nonassessablenon-assessable. The Parent Common Stock that, effective upon Closing, will be issuable upon exercise of Company Options and/or Company Warrants assumed in the Contemplated Transactions, pursuant to Section 5.5 of this Agreement, will have been duly authorized and reserved for issuance.

Appears in 1 contract

Sources: Agreement and Plan of Merger and Reorganization (Inotek Pharmaceuticals Corp)

Valid Issuance. The All shares of Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and free of preemptive rights.

Appears in 1 contract

Sources: Merger Agreement (MergeWorthRx Corp.)

Valid Issuance. The shares of Parent Common Stock to be issued in connection with the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Sources: Merger Agreement (Vivakor, Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger willMerger, -------------- when issued in accordance with the provisions of this Agreement, Agreement will be validly issued, fully paid and nonassessable.;

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Petsmart Com Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and be issued in compliance with all federal and state securities laws.

Appears in 1 contract

Sources: Agreement and Plan of Merger and Reorganization (Pharmacopeia Inc)

Valid Issuance. The Parent Common Stock to be Stock, if issued in the Merger pursuant to Section 1.6 or upon conversion of the Notes pursuant to the terms and conditions contained therein, will, when issued in accordance with the provisions of this AgreementAgreement or the Notes, as applicable, be validly issued, fully paid and nonassessablenon-assessable.

Appears in 1 contract

Sources: Merger Agreement (Patient Infosystems Inc)

Valid Issuance. The shares of Parent Common Stock to be issued in connection with the Merger willwill be duly authorized and, when issued issued, delivered and paid for as provided in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable.

Appears in 1 contract

Sources: Merger Agreement (IMMS, Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and not subject to any preemptive rights created by statute, Parent’s Certificate of Incorporation or Parent’s Bylaws or otherwise.

Appears in 1 contract

Sources: Merger Agreement (Evolving Systems Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger and upon exercise of Company Options assumed in accordance with the provisions of this Agreement and, if applicable, upon exercise of the Company Warrant assumed in accordance with the provisions of this Agreement will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Appears in 1 contract

Sources: Merger Agreement (Ebay Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, have been duly authorized and be validly issued, fully paid and nonassessable.

Appears in 1 contract

Sources: Merger Agreement (Gemphire Therapeutics Inc.)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessablenonassessable and free and clear of all liens or encumbrances.

Appears in 1 contract

Sources: Agreement and Plan of Merger and Reorganization (Acuson Corp)

Valid Issuance. The Parent Common Stock to be issued in the Merger willMerger, -------------- when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Sources: Merger Agreement (Onvia Com Inc)

Valid Issuance. The Parent Common Stock and the Parent Alpha Preferred Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, have been duly authorized and be validly issued, fully paid and nonassessable.

Appears in 1 contract

Sources: Merger Agreement (Ritter Pharmaceuticals Inc)

Valid Issuance. The Parent Common Stock to be issued in the Merger will--------------- Merger, when issued in accordance with the provisions of this Agreement, Agreement will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Sources: Merger Agreement (Pulsepoint Communications)

Valid Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.Indemnification, Etc.

Appears in 1 contract

Sources: Merger Agreement (Oclaro, Inc.)