Common use of Authorization of the Placement Shares Clause in Contracts

Authorization of the Placement Shares. The Placement Shares to be sold by Cowen, acting as agent and/or principal for the Company, have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company to Cowen pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

Appears in 3 contracts

Samples: Sales Agreement (Argos Therapeutics Inc), Sales Agreement (Eleven Biotherapeutics, Inc.), Sales Agreement (Argos Therapeutics Inc)

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Authorization of the Placement Shares. The Placement Shares to be sold by Cowen, acting as agent and/or principal for the Company, have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company to Cowen against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. The issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares which have not been duly excluded, waived or satisfied.

Appears in 2 contracts

Samples: Sales Agreement (Affimed N.V.), Affimed N.V.

Authorization of the Placement Shares. The Placement Shares to be sold by through Cowen, acting as agent and/or principal for the Companyprincipal, have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to Cowen this Agreement against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

Appears in 2 contracts

Samples: Sales Agreement (Dermira, Inc.), Sales Agreement (Dermira, Inc.)

Authorization of the Placement Shares. The Placement Shares to be sold by Cowen, acting as agent and/or principal for the Company, have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company to Cowen pursuant to this Agreementagainst payment therefor as provided herein, will be duly authorized, validly issued, fully paid and nonassessable.

Appears in 2 contracts

Samples: Sales Agreement (VirnetX Holding Corp), VirnetX Holding Corp

Authorization of the Placement Shares. The Placement Shares to be sold by Cowen, acting as agent and/or principal for the Company, have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company to Cowen pursuant to this AgreementAgreement (including the terms set forth in the applicable Placement Notice) against payment therefor as provided herein, will be duly authorized, validly issued, fully paid and nonassessable.

Appears in 2 contracts

Samples: Sales Agreement (CONTRAFECT Corp), Common Stock (Achaogen Inc)

Authorization of the Placement Shares. The Placement Shares to be sold by Cowen, acting as agent and/or principal for the Company, have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company to Cowen pursuant to this AgreementAgreement and paid for as provided herein, will be duly authorized, validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Merrimack Pharmaceuticals Inc

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Authorization of the Placement Shares. The Placement Shares to be sold by Cowen, acting as agent and/or principal for the Company, have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company to Cowen pursuant to this Agreement, paid for as contemplated herein will be duly authorized, validly issued, fully paid and nonassessablenon-assessable.

Appears in 1 contract

Samples: Sales Agreement (Endocyte Inc)

Authorization of the Placement Shares. The Placement Shares to be sold by Cowen, acting as agent and/or principal for the Company, have has been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company to Cowen pursuant to this AgreementAgreement and paid for as provided herein, will be duly authorized, validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Merrimack Pharmaceuticals Inc

Authorization of the Placement Shares. The Placement Shares to be sold by Cowen, acting as agent and/or principal for the Company, have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company to Cowen pursuant to this AgreementAgreement (including the terms set forth in the applicable Placement Notice) against payment therefor as provided herein, will be duly authorized, validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Sales Agreement (Intra-Cellular Therapies, Inc.)

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