Authorization and Issuance. The Company represents and warrants to Client that it has the corporate power and authority to issue the Warrant Certificates; this Warrant Agreement has been duly authorized, executed and delivered and the Warrant Certificates, when delivered, will be duly and validly issued, fully paid and nonassessable; the issuance of the Warrant Certificates, and the shares of Common Stock issuable upon their exercise, are not prohibited or restricted by the Certificate of Incorporation or Bylaws of the Company or any material agreement to which the Company is a party; except for those agreements for which the Company has received the requisite consents or waivers; and the shares of Common Stock issuable upon exercise of the Warrant Certificates, when issued upon exercise of the Warrant Certificates pursuant to the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Authorization and Issuance. The Original Note was authorized by all necessary company action and validly issued and executed, and the signatory thereto had full corporate or other requisite authority to execute each Original Note and to bind the Company.
Authorization and Issuance. The Preferred Stock may be issued from time to time upon authorization by the Board of Directors of the Corporation, in such series and with such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or other provisions as may be fixed by the Board of Directors, except as otherwise set forth in the Charter.
Authorization and Issuance. As of the Effective Date, the issuance by Reorganized GSI of the New Senior Secured Notes is hereby authorized without further act or action under applicable law, regulation, order or rule. As of the Effective Date, the guarantee by Reorganized Holdings and Reorganized MES of the New Senior Secured Notes is hereby authorized without further act or action under applicable law, regulation, order or rule. The Confirmation Order shall provide that the issuance of the New Senior Secured Notes shall be exempt from the registration requirements of the Securities Act in accordance with section 1145 of the Bankruptcy Code and applicable Canadian securities laws.
Authorization and Issuance. Prior to each Settlement Date, the Company’s board of directors (or a duly authorized committee of the Company’s board of directors) shall authorize the issuance and sale of the Placement Shares to be sold on such Settlement Date, in such number and at such price per Placement Share as shall be set forth in the applicable Confirmation of Sale (but in no event less than the par value of such Placement Shares).
Authorization and Issuance. The Company is authorized to issue 3,000 shares of Common Stock. Each Stockholder represents and warrants that it the owner of the number and class of Shares set forth opposite his or her name on Schedule A hereto, free and clear of all liens, security interests, pledges, charges, encumbrances, voting trusts and other similar rights of any kind or nature whatsoever other than those created by this Agreement.
Authorization and Issuance. Each Participant shall use its best efforts to ensure that upon issuance, the Options, Discovery Shares and the Shares procured by such Participant will have been duly authorized by the Board of Directors and shareholders of the issuer thereof and, when issued in accordance with the terms of this Agreement, will be fully paid, non-assessable and validly issued.
Authorization and Issuance. All of the outstanding shares of Common Stock and Series A Preferred Stock (collectively, the “Company Stock”) have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefrom.
Authorization and Issuance. All outstanding shares of Acquirer Preferred Stock and Common Stock have been duly and validly authorized and issued, fully paid and nonassessable. All outstanding shares of Acquirer Preferred Stock and Common Stock were issued in compliance with all applicable Securities Laws.
Authorization and Issuance. OF 2023BC BONDS 5 Section 2.1 Authorization of 2023BC Bonds. 5
