Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in the Trust's declaration of trust. The Common Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Trust.
Appears in 10 contracts
Sources: Purchase Agreement (BlackRock Long-Term Municipal Advantage Trust), Purchase Agreement (BlackRock Health Sciences Trust), Purchase Agreement (Blackrock Limited Duration Income Trust)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for ; the Common Stock conforms in the Trust's declaration of trust. The Common Shares conform all material respects to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 9 contracts
Sources: Underwriting Agreement (Western Alliance Bancorporation), Underwriting Agreement (Western Alliance Bancorporation), Underwriting Agreement (Heritage Financial Corp /Wa/)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except ; the Common Stock conforms as provided for to legal matters in all material respects to the description thereof contained in the Trust's declaration of trust. The Common Shares conform to all statements relating thereto contained in General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the any preemptive or other similar rights of any securityholder security holder of the TrustCompany that have not been validly waived.
Appears in 8 contracts
Sources: Underwriting Agreement (Arqule Inc), Underwriting Agreement (Chelsea Therapeutics International, Ltd.), Underwriting Agreement (Hyperion Therapeutics Inc)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Fund have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Fund pursuant to this Agreement against payment of when paid for by the consideration set forth hereinUnderwriters, will be validly issued and fully paid and non-assessable. In all material respects, except as provided for in the Trust's declaration of trust. The Common Shares conform to all statements relating thereto contained in the Prospectus and such description conforms statements conform to the rights set forth in the instruments defining the same, to the extent such rights are set forth; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustFund.
Appears in 7 contracts
Sources: Purchase Agreement (First Trust/Aberdeen Emerging Opportunity Fund), Purchase Agreement (First Trust Global Credit Strategies Fund), Purchase Agreement (First Trust/Fiduciary Asset Management Covered Call Fund)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Underwriting Agreement and, when issued and delivered by the Trust Company pursuant to this Underwriting Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in ; the Trust's declaration of trust. The Common Shares conform Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 6 contracts
Sources: Underwriting Agreement (Red River Bancshares Inc), Underwriting Agreement (Red River Bancshares Inc), Underwriting Agreement (Merchants Bancorp)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in the Trust's ’s declaration of trust. The Common Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Trust.
Appears in 5 contracts
Sources: Purchase Agreement (BlackRock Enhanced Dividend Achievers Trust), Purchase Agreement (BlackRock Enhanced Dividend Achievers Trust), Purchase Agreement (Blackrock Strategic Dividend Achievers Trust)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement Agreement, and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable, except as provided for ; the Common Stock conforms in the Trust's declaration of trust. The Common Shares conform all material respects to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is are not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 5 contracts
Sources: Purchase Agreement (Whiting Petroleum Corp), Purchase Agreement (Whiting Petroleum Corp), Purchase Agreement (Whiting Petroleum Corp)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters Sandler from the Trust Company have been duly authorized for issuance and sale to the Underwriters Sandler pursuant to this Underwriting Agreement and, when issued and delivered by the Trust Company pursuant to this Underwriting Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in ; the Trust's declaration of trust. The Common Shares conform Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 4 contracts
Sources: Underwriting Agreement (Southern First Bancshares Inc), Underwriting Agreement (Midsouth Bancorp Inc), Underwriting Agreement (Southern First Bancshares Inc)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in assessable to the Trust's declaration of trustextent permitted under the Delaware Limited Liability Company Act. The Common Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no . No holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 4 contracts
Sources: Purchase Agreement (Municipal Mortgage & Equity LLC), Purchase Agreement (Municipal Mortgage & Equity LLC), Purchase Agreement (Municipal Mortgage & Equity LLC)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, assessable (except as provided for described in the Trust's declaration of trustRegistration Statement). The In all material respects, the Common Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same, to the extent such rights are set forth in all material respects; no holder of the Securities will be subject to personal liability by reason of being such a holderholder (except as described in the Registration Statement); and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Trust.
Appears in 4 contracts
Sources: Purchase Agreement (Reaves Utility Income Fund), Purchase Agreement (Clough Global Equity Fund), Purchase Agreement (Clough Global Opportunities Fund)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms, except as provided for in the Trust's declaration of trust. The Common Shares conform all material respects, to all statements relating thereto contained in the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 3 contracts
Sources: Purchase Agreement (DCT Industrial Trust Inc.), Purchase Agreement (DCT Industrial Trust Inc.), Purchase Agreement (American Commercial Lines Inc.)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms, except as provided for in the Trust's declaration of trust. The Common Shares conform all material respects, to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 3 contracts
Sources: Purchase Agreement (DCT Industrial Trust Inc.), Purchase Agreement (DCT Industrial Trust Inc.), Purchase Agreement (DCT Industrial Trust Inc.)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms, except as provided for in the Trust's declaration of trust. The Common Shares conform all material respects, to all statements relating thereto contained in the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company solely by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 3 contracts
Sources: Underwriting Agreement (Radian Group Inc), Underwriting Agreement (Radian Group Inc), Underwriting Agreement (Radian Group Inc)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Preferred Shares conform, except as provided for in the Trust's declaration of trust. The Common Shares conform all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 3 contracts
Sources: Purchase Agreement (Arch Capital Group Ltd.), Purchase Agreement (Arch Capital Group Ltd.), Purchase Agreement (Arch Capital Group Ltd.)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Fund have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Fund pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in the Trust's declaration of trust. The Common Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same, to the extent such rights are set forth; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the TrustFund.
Appears in 2 contracts
Sources: Underwriting Agreement (Nuveen Diversified Commodity Fund), Underwriting Agreement (Nuveen Diversified Commodity Fund)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Trust Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Underwriting Agreement and, when issued and delivered by the Trust Company pursuant to this Underwriting Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for ; the Common Stock conforms in all material respects to the description thereof contained in the Trust's declaration of trust. The Common Shares conform to all statements relating thereto contained in Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 2 contracts
Sources: Underwriting Agreement (Esquire Financial Holdings, Inc.), Underwriting Agreement (Esquire Financial Holdings, Inc.)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Trust Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in ; the Trust's declaration of trust. The Common Shares conform Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 2 contracts
Sources: Underwriting Agreement (River Valley Bancorp), Underwriting Agreement (River Valley Bancorp)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Fund have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Fund pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in the TrustFund's declaration of trust. The Common Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustFund.
Appears in 2 contracts
Sources: Purchase Agreement (Evergreen Income Advantage Fund), Purchase Agreement (Evergreen Managed Income Fund)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for ; the Common Stock conforms in the Trust's declaration of trust. The Common Shares conform all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 2 contracts
Sources: Purchase Agreement (Superior Offshore International Inc.), Purchase Agreement (Superior Offshore International Inc.)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in ; the Trust's declaration of trust. The Common Shares conform Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms statements conform to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 2 contracts
Sources: Underwriting Agreement (Iberiabank Corp), Underwriting Agreement (Iberiabank Corp)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in ; the Trust's declaration of trust. The Common Shares Securities conform to all statements relating thereto contained in the Pricing Prospectus and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Sources: Underwriting Agreement (Hudson Valley Holding Corp)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in the Trust's declaration of trust. The Common Shares conform Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the any preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in the Trust's ’s declaration of trust. The In all material respects, the Common Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Trust.
Appears in 1 contract
Sources: Purchase Agreement (BlackRock Defined Opportunity Credit Trust)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable, except as provided for ; the Common Stock conforms in the Trust's declaration of trust. The Common Shares conform all material respects to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in the Trust's declaration of trust. The Common Shares Securities conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Sources: Underwriting Agreement (500.com LTD)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for ; the Common Stock conforms in the Trust's declaration of trust. The Common Shares conform all material respects to all statements relating thereto contained in the Statutory Prospectus and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Sources: Purchase Agreement (Golfsmith International Holdings Inc)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Selling Shareholders have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Selling Shareholders pursuant to this Agreement against payment of the consideration set forth hereinherein and therein, will be validly issued and fully paid and non-assessable, except as provided for ; the Common Stock conforms in the Trust's declaration of trust. The Common Shares conform all material respects to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holderholder other than ownership or transfer taxes; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in the Trust's declaration of trust. The Common Shares conform in all material respects to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Trust.
Appears in 1 contract
Sources: Purchase Agreement (Pioneer Tax Advantaged Balanced Trust)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in assessable to the Trust's declaration of trust. The extent permitted under the Delaware Limited Liability Company Act; the Common Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Sources: Purchase Agreement (Municipal Mortgage & Equity LLC)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in ; the Trust's declaration of trust. The Common Shares conform Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany or any other person.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for ; the Common Stock conforms in all material respects to the Trust's declaration of trust. The Common Shares conform to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in ; the Trust's declaration of trust. The Common Shares conform Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package or the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Sources: Purchase Agreement (Theravance Inc)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in ; the Trust's declaration of trust. The Common Shares conform Stock conforms to all statements relating thereto contained in the Registration Statement, the Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in the Trust's declaration of trust. The Common Shares conform Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the any preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale by the Company to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in ; the Trust's declaration of trust. The Common Shares conform Stock conforms to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for ; the shares of Common Stock conform in the Trust's declaration of trust. The Common Shares conform all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms descriptions conform in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the any preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable, except as provided for ; the Common Stock conforms in the Trust's declaration of trust. The Common Shares conform all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany, except as has been waived.
Appears in 1 contract
Sources: Purchase Agreement (Broadpoint Gleacher Securities Group, Inc.)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except ; the Common Stock conform as provided for to legal matters in all material respects to the respective descriptions thereof contained in the Trust's declaration of trust. The Common Shares conform to all statements relating thereto contained in General Disclosure Package and the Prospectus and such description conforms descriptions conform to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the any preemptive or other similar rights of any securityholder security holder of the TrustCompany that have not been validly waived.
Appears in 1 contract
Sources: Underwriting Agreement (Cyclacel Pharmaceuticals, Inc.)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Underwriting Agreement and, when issued and delivered by the Trust Company pursuant to this Underwriting Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in ; the Trust's declaration of trust. The Common Shares Securities conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Sources: Underwriting Agreement (Guaranty Bancshares Inc /Tx/)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except ; the Common Stock conforms as provided for to legal matters in all material respects to the description thereof contained in the Trust's declaration of trust. The Common Shares conform to all statements relating thereto contained in General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the TrustCompany that have not been validly waived.
Appears in 1 contract
Sources: Underwriting Agreement (Transcept Pharmaceuticals Inc)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Fund have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Fund pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in the Fund’s Declaration of Trust's declaration of trust, as amended. The Common Shares Securities conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustFund. No holders of the Securities have rights to the registration of the Securities under the Registration Statement.
Appears in 1 contract
Sources: Purchase Agreement (Alpine Global Premier Properties Fund)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for ; the Common Stock conforms in the Trust's declaration of trust. The Common Shares conform all material respects to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability solely by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in ; the Trust's declaration of trust. The Common Shares conform Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased sold by the Underwriters from the Trust Company under this Agreement have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in ; the Trust's declaration Subordinate Voting Shares of trust. The Common Shares the Company conform to all statements relating thereto contained in the U.S. Prospectus and the Canadian Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability solely by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder shareholder of the TrustCompany.
Appears in 1 contract
Sources: Purchase Agreement (Exfo Electro Optical Engineering Inc)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, assessable (except as provided for described in the Trust's declaration of trustRegistration Statement). The In all material respects, the Common Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same, to the extent such rights are set forth; no holder of the Securities will be subject to personal liability by reason of being such a holderholder (except as described in the Registration Statement); and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Trust.
Appears in 1 contract
Sources: Underwriting Agreement (Guggenheim Build America Bonds Managed Duration Trust)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Fund have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Fund pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in the Trust's declaration of trust. The Common Shares conform conform, in all material respects, to all statements relating thereto contained in the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustFund.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Trust Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for ; the Common Stock conforms in the Trust's declaration of trust. The Common Shares conform all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Sources: Underwriting Agreement (First California Financial Group, Inc.)
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for ; the Common Stock conforms in the Trust's declaration of trust. The Common Shares conform all material respects to all statements relating thereto contained in the Prospectus and the General Disclosure Package and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Trust Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Underwriting Agreement and, when issued and delivered by the Trust Company pursuant to this Underwriting Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for ; the Common Stock conforms to the description thereof contained in the Trust's declaration of trust. The Common Shares conform to all statements relating thereto contained in Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the TrustCompany.
Appears in 1 contract
Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Trust have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Trust pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, except as provided for in the Trust's declaration of trust. The Common Shares conform in all material respects to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability solely by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Trust.
Appears in 1 contract
Sources: Purchase Agreement (Calamos Convertible Opportunities & Income Fund)