Common use of Authorization and Description of Shares Clause in Contracts

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entity. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

Appears in 8 contracts

Samples: Sales Agreement (Cohen & Steers, Inc.), Equity Sales Agreement (Armour Residential REIT, Inc.), Terms Agreement (RxSight, Inc.)

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Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entity. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

Appears in 8 contracts

Samples: Equity Offeringsm Sales Agreement (Essential Properties Realty Trust, Inc.), Equity Offeringsm Sales Agreement (B&G Foods, Inc.), Terms Agreement (Turtle Beach Corp)

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and non-assessable. The ; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entityCompany. The Common Stock conforms conforms, in all material respects respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform description conforms, in all material respects respects, to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

Appears in 7 contracts

Samples: Terms Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Terms Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Terms Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and sale by the Company pursuant to this Agreement or any Terms Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration set forth in this Agreementtherefor, will be validly issued and fully paid and non-assessable. The ; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entity. The Company; the Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform in all material respects description conforms to the rights set forth in the instruments defining the same. No ; no holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 6 contracts

Samples: Sales Agreement (Retail Opportunity Investments Partnership, LP), Sales Agreement (Retail Opportunity Investments Partnership, LP), Sales Agreement (Retail Opportunity Investments Partnership, LP)

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and issued, fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entity. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

Appears in 4 contracts

Samples: Terms Agreement (Protalix BioTherapeutics, Inc.), Terms Agreement (Express, Inc.), Terms Agreement (Protalix BioTherapeutics, Inc.)

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entity. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

Appears in 4 contracts

Samples: Equity Offeringsm Sales Agreement (CoreCivic, Inc.), Equity Offeringsm Sales Agreement (Uniti Group Inc.), Terms Agreement (Corrections Corp of America)

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company therefor pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and issued, fully paid and non-assessable. The ; and, other than as described in the Registration Statement, the General Disclosure Package and the Prospectus and which have been waived or otherwise satisfied, the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entityCompany. The Common Stock conforms Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform in all material respects description conforms to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

Appears in 3 contracts

Samples: Underwriting Agreement (Maxeon Solar Technologies, Ltd.), Underwriting Agreement (Maxeon Solar Technologies, Ltd.), Underwriting Agreement (Maxeon Solar Technologies, Ltd.)

Authorization and Description of Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreementconsideration, will be validly issued and fully paid and non-assessable. The ; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entityCompany. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform description conforms in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 2 contracts

Samples: Terms Agreement (MEI Pharma, Inc.), Terms Agreement (MEI Pharma, Inc.)

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by to the Company Agents pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreementherein, will be validly issued and fully paid and non-assessable. The ; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entityCompany, except as have been duly and validly waived. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform description conforms in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (DICE Therapeutics, Inc.)

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entityentity which have not been waived. The Common Stock conforms Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (REE Automotive Ltd.)

Authorization and Description of Shares. The Shares to be purchased by each Purchaser from the Company have been duly authorized for issuance and sale by the Company to each Purchaser pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreementherein, will be validly issued and fully paid paid; and non-assessable. The the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder shareholder of the Company or any other person or entityCompany. The Common Stock conforms Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform description conforms in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

Appears in 1 contract

Samples: Purchase Agreement (Freeline Therapeutics Holdings PLC)

Authorization and Description of Shares. The Shares to be purchased from the Company have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreementherein, will be validly issued and fully paid and non-assessable. The ; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entity. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform description conforms in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Mineralys Therapeutics, Inc.)

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entity. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Annovis Bio, Inc.)

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, and when issued and delivered by the Company pursuant to this Agreement Agreement, against payment of the consideration set forth in this Agreementherein, will be validly issued and as fully paid and non-assessableassessable Common Shares. The issuance Shares, upon issuance, will not be issued in violation of the Shares is not or subject to any pre- emptive rights or contractual rights to purchase securities issued by the preemptive or other similar rights of any securityholder of the Company or any other person or entityCompany. The Common Stock conforms Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and such statements conform in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

Appears in 1 contract

Samples: Wheaton Precious Metals Corp.

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and issued, fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entityentity which have not been waived. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Moneygram International Inc)

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Authorization and Description of Shares. The Shares to be purchased by the Purchaser from the Company have been duly authorized for issuance and sale by to the Company Purchaser pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreementherein, will be validly issued and fully paid paid; and non-assessable. The the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entityCompany. The Common Stock conforms Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform description conforms in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

Appears in 1 contract

Samples: Purchase Agreement (Adaptimmune Therapeutics PLC)

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entity. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform description conforms in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 1 contract

Samples: Terms Agreement (Irobot Corp)

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued or, as applicable, allotted and fully paid and non-assessable. The issuance of the Shares is assessable and will not be subject to the any preemptive rights, resale rights, rights of first offer or refusal or other similar rights of any securityholder of the Company or any other person or entityrights. The Common Stock conforms Shares will conform in all material respects to all statements relating thereto the descriptions thereof contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus; and such statements conform the certificates for the Shares, if any, are in all material respects to the rights set forth in the instruments defining the samedue and proper form. No holder of Shares will be subject to personal liability by reason of being such a holder, except for the purchase price required to be paid for the Shares upon acquisition.

Appears in 1 contract

Samples: Equity Distribution Agreement (Ryman Hospitality Properties, Inc.)

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entityCompany. The Common Stock conforms conforms, in all material respects respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform conform, in all material respects respects, to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Team Inc)

Authorization and Description of Shares. The Shares to be purchased by the Manager from the Company have been duly authorized for issuance and sale by to the Company Manager pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreementherein, will be validly issued and issued, fully paid and non-assessable. The nonassessable; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entityCompany. The Common Stock conforms Shares conform, in all material respects respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform description conforms, in all material respects respects, to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 1 contract

Samples: Terms Agreement (Senseonics Holdings, Inc.)

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entity. The terms of the Common Stock conforms Shares conform in all material respects to all statements relating and descriptions related thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements and descriptions conform in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

Appears in 1 contract

Samples: Equity Distribution Agreement (JBG SMITH Properties)

Authorization and Description of Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreementconsideration, will be validly issued and fully paid and non-assessable. The non‑assessable; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entityCompany. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform description conforms in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 1 contract

Samples: Terms Agreement (MEI Pharma, Inc.)

Authorization and Description of Shares. The Shares to be purchased by each Purchaser from the Company have been duly authorized for issuance and sale by the Company to each Purchaser pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreementherein, will be validly issued and fully paid paid; and non-assessable. The the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entityCompany. The Common Stock conforms Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform description conforms in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

Appears in 1 contract

Samples: Purchase Agreement (Adaptimmune Therapeutics PLC)

Authorization and Description of Shares. The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entityCompany. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Acumen Pharmaceuticals, Inc.)

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