Authorization of the Company Common Securities Sample Clauses

Authorization of the Company Common Securities. At the Closing Time, the Company Common Securities will have been duly authorized by the LLC Agreement and, when issued and delivered by the Company to the Guarantor against payment therefor as described in the Registration Statement and Prospectus, and will be validly issued and (subject to the terms of the LLC Agreement) fully paid limited liability company interests; the issuance of the Company Common Securities is not subject to preemptive or other similar rights; and at the Closing Time all of the issued and outstanding Company Common Securities of the Company will be directly owned by the Guarantor free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.
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Related to Authorization of the Company Common Securities

  • Authorization of the Common Shares The Common Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

  • Authorization of the Common Stock The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

  • Authorization of the Sponsor Warrants The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Authorization of the Warrants The Company has duly authorized the issuance and sale of the Warrants to the Purchaser.

  • Authorization of the Certificates Concurrently with the sale of the Transferred Assets to the Issuer pursuant to the Sale and Servicing Agreement, at the direction of the Seller, (a) two Book-Entry Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar in the name of Cede & Co. or (b) two Definitive Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar to or upon the written order of the Seller. The Certificates shall in the aggregate represent 100% of the Percentage Interest in the Issuer and shall be fully paid and nonassessable.

  • Authorization of the Founder Shares The Founder Shares are duly authorized, validly issued, fully paid and non-assessable.

  • Authorization of Common Stock If the Underwritten Securities being sold pursuant to the applicable Terms Agreement include Common Stock, such Underwritten Securities have been, or as of the date of such Terms Agreement will have been, duly authorized by the Company for issuance and sale pursuant to this Underwriting Agreement and such Terms Agreement. Such Underwritten Securities, when issued and delivered by the Company pursuant to this Underwriting Agreement and such Terms Agreement against payment of the consideration therefor specified in such Terms Agreement, will be validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights of any securityholder of the Company. No holder of such Underwritten Securities is or will be subject to personal liability by reason of being such a holder.

  • Authorization of the Private Placement Warrants The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Authorization of Shares The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

  • Authorization of the Private Placement Shares The Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.

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