Common use of Authorization and Description of Shares Clause in Contracts

Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration set forth herein or therein, will be validly issued and fully paid and non‑assessable; the Common Stock conforms 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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 4 contracts

Samples: Terms Agreement (aTYR PHARMA INC), Terms Agreement (aTYR PHARMA INC), Terms Agreement (Tracon Pharmaceuticals, Inc.)

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Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement Agreement, against payment of the consideration set forth herein or therein, will be validly issued and fully paid and non‑assessablenon-assessable; the Common Stock conforms 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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 3 contracts

Samples: Terms Agreement (Momenta Pharmaceuticals Inc), Terms Agreement (Momenta Pharmaceuticals Inc), Terms Agreement (Momenta Pharmaceuticals Inc)

Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and sale pursuant to this Agreement or any Terms Agreement and, when issued and delivered by the Company Fund pursuant to this Agreement or any Terms Agreement against payment of the consideration set forth herein or thereinherein, will be validly issued and issued, fully paid and non‑assessable; the non-assessable. The Common Stock conforms 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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the CompanyFund.

Appears in 2 contracts

Samples: Terms Agreement (Tortoise Energy Infrastructure Corp), Equity Offeringsm Sales Agreement (Tortoise Energy Infrastructure Corp)

Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration set forth herein or therein, will be validly issued and fully paid and non‑assessablenon-assessable; the Common Stock conforms 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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Terms Agreement (Ra Pharmaceuticals, Inc.), Terms Agreement (Tracon Pharmaceuticals, Inc.)

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Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration set forth herein or thereinherein, will be validly issued and issued, fully paid and non‑assessablenon-assessable; the Common Stock conforms 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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Wesley Jessen Visioncare Inc), Underwriting Agreement (Wesley Jessen Visioncare Inc)

Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration set forth herein or thereinherein, will be validly issued and fully paid and non‑assessablenon-assessable; the Common Stock conforms 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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Terms Agreement (Angion Biomedica Corp.)

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