Common use of Securities Sold Pursuant to this Agreement Clause in Contracts

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective terms, will be validly issued, fully paid and non-assessable, the holders thereof are not and will not be subject to personal liability by reason of being such holders, the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (D. Medical Industries Ltd.), Underwriting Agreement (D. Medical Industries Ltd.), Underwriting Agreement (D. Medical Industries Ltd.)

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Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsfor, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (ProPhase Labs, Inc.), Underwriting Agreement (Sg Blocks, Inc.), Underwriting Agreement (Novume Solutions, Inc.)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsfor, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders; except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (BioLineRx Ltd.), Underwriting Agreement (BioLineRx Ltd.), Underwriting Agreement (BioLineRx Ltd.)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsfor, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Securities are not and will not be subject to free from the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate Company action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Onfolio Holdings, Inc), Underwriting Agreement (Onfolio Holdings, Inc)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsthe terms of this Agreement, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Securities are not and will not be subject to the issued in violation of any preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Staffing 360 Solutions, Inc.), Underwriting Agreement (Staffing 360 Solutions, Inc.)

Securities Sold Pursuant to this Agreement. The Public Securities and the Ordinary Shares to be issued upon exercise Representative’s Securities Warrants have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsfor, will be validly issued, issued as fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the RepresentativeRepresentativ’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Skillful Craftsman Education Technology LTD), Underwriting Agreement (Skillful Craftsman Education Technology LTD)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Underwriters’ Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsfor, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Underwriters’ Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Underwriters’ Securities has been duly and validly taken. The Public Securities and the Representative’s Underwriters’ Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Digital Brands Group, Inc.)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued; the Common Stock underlying the Warrants and Placement Agent Warrants has been duly authorized for in accordance with their respective termsissuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus and the ProspectusSubscription Documents.

Appears in 1 contract

Samples: Placement Agency Agreement (InspireMD, Inc.)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsfor, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the ADSs comprising the Public Securities and Representative’s underlying the Warrants will be entitled to the benefits of the Deposit Agreement; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Medigus Ltd.)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termspursuant to the terms of this Agreement, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Lantern Pharma Inc.)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsfor, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Base Prospectus, the Time of Sale Prospectus and the ProspectusProspectus Supplement. No approval of the stockholders of the Company under the rules and regulations of the Commission or any other applicable law is required for the Company to issue and deliver the Securities to the Purchasers.

Appears in 1 contract

Samples: Placement Agency Agreement (NXT-Id, Inc.)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsthe terms of this Agreement, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Bionik Laboratories Corp.)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsfor, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, Company and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus. No approval of the stockholders of the Company under the rules and regulations of the Commission or any other applicable law is required for the Company to issue and deliver the Public Securities to the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Intellicheck Mobilisa, Inc.)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Representatives’ Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsthis Agreement, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Representatives’ Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Representatives’ Securities has been duly and validly taken. The Public Securities and the Representative’s Representatives’ Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (WF International Ltd.)

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Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsthis Agreement, will be validly issued, fully paid and non-assessable, assessable to the extent applicable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders, ; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights rights, in each case, granted by the Company, ; and all corporate action required to be taken by the Company for the authorization, issuance and sale of the Public Securities and the Representative’s Securities pursuant to this Agreement has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Globeimmune Inc)

Securities Sold Pursuant to this Agreement. The Public Securities Securities, Conversion Shares and the Representative’s Securities Warrant Shares have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsfor, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities, the Public Securities Conversion Shares and Representative’s Securities Warrant Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities Securities, Conversion Shares and the Representative’s Securities Warrant Shares has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Placement Agency Agreement (InspireMD, Inc.)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsfor, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; neither the Public Securities and nor the Representative’s Securities are not and nor will not they be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Sg Blocks, Inc.)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsfor, will be validly issued, fully paid paid, rank equally with the existing Shares on issue, and non-assessablethe Purchasers of the Public Securities will acquire good marketable title to the Public Securities, free and clear of any pledge, lien, encumbrance, security interest, claim or equity; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been or will prior to issue be duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Mission NewEnergy LTD)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsthe terms of this Agreement, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Securities are not and will not be subject to the issued in violation of any preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Staffing 360 Solutions, Inc.)

Securities Sold Pursuant to this Agreement. The Public Securities Firm Shares and the Representative’s Securities Option Shares have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsfor, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities Firm Shares and the Representative’s Securities Option Shares has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus. No approval of the stockholders of the Company under the rules and regulations of the Commission or any other applicable law is required for the Company to issue and deliver the Public Securities to the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Opgen Inc)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termspursuant to the terms of this Agreement, the Public Securities will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Eltek LTD)

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for in accordance with their respective termsfor, will be validly issued, fully paid and non-assessable, ; the holders thereof are not and will not be subject to personal liability by reason of being such holders, ; the ADSs comprising the Public Securities and Representative’s will be entitled to the benefits of the Deposit Agreement; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, ; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Piedmont Lithium LTD)

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