Common use of Authorization of the Shares Clause in Contracts

Authorization of the Shares. The 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.

Appears in 60 contracts

Samples: Underwriting Agreement (McCormick & Schmicks Seafood Restaurants Inc.), Underwriting Agreement (Acadia Pharmaceuticals Inc), Underwriting Agreement (Acadia Pharmaceuticals Inc)

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Authorization of the Shares. The 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 to the Underwriters pursuant to this AgreementAgreement on the Closing Date or any Subsequent Closing Date, will be validly issued, fully paid and nonassessable.

Appears in 19 contracts

Samples: Underwriting Agreement (DG FastChannel, Inc), Underwriting Agreement (Biodel Inc), Underwriting Agreement (Allis Chalmers Energy Inc.)

Authorization of the Shares. The 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 against payment therefor as provided herein by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

Appears in 9 contracts

Samples: Lock Up Agreement (First Potomac Realty Trust), Note Purchase Agreement (First Potomac Realty Trust), Underwriting Agreement (First Potomac Realty Trust)

Authorization of the Shares. The Shares to be purchased sold by the Company through the Underwriters from the Company have been duly and validly authorized by all required corporate action and have been reserved for issuance and sale pursuant to this Agreement and, when so issued and delivered by the Company pursuant to this AgreementCompany, will be validly issued, fully paid and nonassessablenon-assessable.

Appears in 7 contracts

Samples: Underwriting Agreement (FOTV Media Networks Inc.), Underwriting Agreement (Dragon Victory International LTD), Underwriting Agreement (FOTV Media Networks Inc.)

Authorization of the Shares. The Shares to be purchased sold by the Underwriters from Company through the Company Underwriter have been duly and validly authorized by all required corporate action and have been reserved for issuance and sale pursuant to this Agreement and, when so issued and delivered by the Company pursuant to this AgreementCompany, will be validly issued, fully paid and nonassessablenon-assessable.

Appears in 6 contracts

Samples: Underwriting Agreement (Fuqin Fintech LTD), Underwriting Agreement (ATIF Holdings LTD), Underwriting Agreement (Happiness Biotech Group LTD)

Authorization of the Shares. The 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 to the Underwriters against payment therefor pursuant to this AgreementAgreement on the Closing Date or any Subsequent Closing Date, will be validly issued, fully paid and nonassessable.

Appears in 6 contracts

Samples: Underwriting Agreement (Sovran Self Storage Inc), Underwriting Agreement (Sovran Self Storage Inc), Underwriting Agreement (Sovran Self Storage Inc)

Authorization of the Shares. The 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 to the Underwriters pursuant to this AgreementAgreement on the Initial Delivery Date or any Subsequent Delivery Date, will be validly issued, fully paid and nonassessablenon-assessable, and the issuance of the Shares will not be subject to any preemptive or similar rights.

Appears in 4 contracts

Samples: Underwriting Agreement (Sandridge Energy Inc), Underwriting Agreement (Sandridge Energy Inc), Letter Agreement (Sandridge Energy Inc)

Authorization of the Shares. The 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 to the Underwriters pursuant to this AgreementAgreement on the Closing Date or any Subsequent Closing Date, will be validly issued, fully paid and nonassessable, and the issuance of such Shares will not be subject to any preemptive or similar rights.

Appears in 4 contracts

Samples: Underwriting Agreement (Arch Coal Inc), Underwriting Agreement (GeoMet, Inc.), Underwriting Agreement (GeoMet, Inc.)

Authorization of the Shares. (i) The Shares to be purchased by the Underwriters from the Company [(including any Shares to be purchased pursuant to Section 12 hereof),] have been duly authorized for issuance and sale pursuant to this Agreement and, and when issued and delivered by the Company pursuant to this Agreement, Agreement will be validly issued, issued and fully paid and nonassessablenon-assessable.

Appears in 4 contracts

Samples: Underwriting Agreement (American Capital Strategies LTD), Underwriting Agreement (American Capital Strategies LTD), Underwriting Agreement (American Capital, LTD)

Authorization of the Shares. (i) The Shares to be purchased by the Underwriters from the Company (including any Shares to be purchased pursuant to Section 12 hereof), have been duly authorized for issuance and sale pursuant to this Agreement and, and when issued and delivered by the Company pursuant to this Agreement, Agreement will be validly issued, issued and fully paid and nonassessablenon-assessable.

Appears in 3 contracts

Samples: Underwriting Agreement (American Capital Strategies LTD), Underwriting Agreement (American Capital Strategies LTD), American Capital Strategies LTD

Authorization of the Shares. The Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this AgreementAgreement against payment of the consideration set forth herein, will be validly issued, issued and fully paid and nonassessablenon-assessable; and the issuance of the Shares is not subject to the preemptive or other similar rights of any holder of the Company.

Appears in 3 contracts

Samples: Underwriting Agreement (Horizon Pharma PLC), Underwriting Agreement (Horizon Therapeutics Public LTD Co), Underwriting Agreement (Horizon Pharma PLC)

Authorization of the Shares. The Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this AgreementAgreement against payment of the consideration set forth herein, will be validly issued, fully paid and nonassessablenon-assessable.

Appears in 3 contracts

Samples: Underwriting Agreement (CM Finance Inc), Underwriting Agreement (Poliwogg Regenerative Medicine Fund, Inc.), Underwriting Agreement (Poliwogg Regenerative Medicine Fund, Inc.)

Authorization of the Shares. The 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 AgreementAgreement against payment of the consideration set forth herein, will be validly issued, fully paid and nonassessable.

Appears in 3 contracts

Samples: Underwriting Agreement (Synagro Technologies Inc), Underwriting Agreement (Odyssey Re Holdings Corp), Synagro Technologies Inc

Authorization of the Shares. (i) The Shares to be purchased by the Underwriters from the Company (including any Shares to be purchased pursuant to Section 12 hereof), have been duly authorized for issuance and sale pursuant to this Agreement and, and when issued and delivered by the Company pursuant to this Agreement, Agreement will be validly issued, issued and fully paid and nonassessablenon-assessable.

Appears in 3 contracts

Samples: Underwriting Agreement (American Capital Strategies LTD), Underwriting Agreement (American Capital Strategies LTD), American Capital Strategies LTD

Authorization of the Shares. The 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 to the Company pursuant to Underwriters against payment of the Purchase Price therefor as provided in this Agreement, will be validly issuedissued and not subject to any preemptive or similar rights and, fully paid upon deposit of the Preferred Stock with the Depositary pursuant to the Deposit Agreement, and nonassessablethe due execution of the Deposit Agreement and the Depositary Receipts by the Depositary, will be entitled to the rights under, and the benefits of, the Deposit Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Northern Trust Corp), Underwriting Agreement (Northern Trust Corp)

Authorization of the Shares. The Shares to be purchased by the Underwriters from the Company have been duly authorized by the Company for issuance and sale pursuant to this Agreement andAgreement, when issued and delivered by the Company pursuant to this AgreementAgreement on the Closing Date or a Date of Delivery, as applicable, will be validly issued, issued and will be fully paid and nonassessable; and the issuance and delivery of the Shares pursuant to this Agreement on the Closing Date or a Date of Delivery, as applicable, will not be subject to any pre-emptive or similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Lock Up Agreement (Black Knight, Inc.), Black Knight Financial Services, Inc.

Authorization of the Shares. The 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 to the Underwriters pursuant to this AgreementAgreement on the Closing Date or any Subsequent Closing Date against payment therefore, will be validly issued, fully paid and nonassessable.

Appears in 2 contracts

Samples: Underwriting Agreement (Handheld Entertainment, Inc.), Underwriting Agreement (Minrad International, Inc.)

Authorization of the Shares. The 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, and the issuance of such Shares will not be subject to any preemptive rights, rights of first refusal or other similar rights.

Appears in 2 contracts

Samples: Underwriting Agreement (Insmed Inc), Underwriting Agreement (Corautus Genetics Inc)

Authorization of the Shares. The Shares to be purchased by the Underwriters from the Company (including the Shares purchasable on exercise of the Underwriters’ over allotment option described in Section 2(c)) have been duly and validly authorized by all required corporate actions and have been reserved for issuance and sale pursuant to this Agreement and, when so issued and delivered by the Company pursuant to this AgreementCompany, will be validly issued, fully paid and nonassessable.

Appears in 2 contracts

Samples: Underwriting Agreement (Atossa Genetics Inc), Underwriting Agreement (Atossa Genetics Inc)

Authorization of the Shares. The 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 to the Underwriters pursuant to this AgreementAgreement on the Closing Date or any Subsequent Closing Date, will be validly issued, fully paid and nonassessable.

Appears in 2 contracts

Samples: Underwriting Agreement (Western Refining, Inc.), Underwriting Agreement (Western Refining, Inc.)

Authorization of the Shares. The Shares to be purchased sold by the Underwriters from the Company have been duly and validly authorized by all required corporate action and have been reserved for issuance and sale pursuant to this Agreement and, when so issued and delivered by the Company pursuant to this AgreementCompany, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Code Rebel Corp)

Authorization of the Shares. The Shares to be purchased by the Underwriters Underwriter 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 paid, nonassessable, and nonassessablewill conform in all material respects to the description thereof set forth in the Prospectus.

Appears in 1 contract

Samples: Avanir Pharmaceuticals

Authorization of the Shares. The Shares to be purchased by the Underwriters from the Company have been duly authorized by the Company for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this AgreementAgreement on the Closing Date or a Date of Delivery, as applicable, will be validly issued, issued and will be fully paid and nonassessablenon-assessable; and the issuance and delivery of the Shares pursuant to this Agreement on the Closing Date or a Date of Delivery, as applicable, will not be subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Fidelity National Financial, Inc.

Authorization of the Shares. The Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when paid for by the underwriters and issued and delivered by the Company to the Underwriters pursuant to this AgreementAgreement on the Closing Date or any Subsequent Closing Date, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Trustreet Properties Inc)

Authorization of the Shares. The 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 to the Underwriters pursuant to this AgreementAgreement on the Closing Date or the Subsequent Closing Date, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Cardiomems Inc)

Authorization of the Shares. The 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 against payment therefor as provided herein by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable. The issuance of the Shares is not subject to any preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (First Potomac Realty Trust)

Authorization of the Shares. The Company represents and warrants that the 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 nonassessablenonassessable and no personal liability shall attach to the holders of the shares by reason of their ownership thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Insilicon Corp)

Authorization of the Shares. The 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 the Underwriters in accordance with the terms of this AgreementAgreement on the Closing Date or any Subsequent Closing Date, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Pharmion Corp)

Authorization of the Shares. The Shares to be purchased by the Underwriters Underwriter 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 AgreementAgreement against payment of the consideration set forth herein, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Synagro Technologies Inc)

Authorization of the Shares. (i) The 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 against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessablenonassessable and the issuance of such Shares is not and will not be subject to any preemptive or similar rights.

Appears in 1 contract

Samples: Underwriting Agreement (O'Gara Group, Inc.)

Authorization of the Shares. [To Be Sold by the Company]. The 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.

Appears in 1 contract

Samples: Blaze Software Inc

Authorization of the Shares. (i) The Shares to be purchased by the Underwriters Underwriter from the Company (including any Shares to be purchased pursuant to Section 12 hereof), have been duly authorized for issuance and sale pursuant to this Agreement and, and when issued and delivered by the Company pursuant to this Agreement, Agreement will be validly issued, issued and fully paid and nonassessablenon-assessable.

Appears in 1 contract

Samples: American Capital Strategies LTD

Authorization of the Shares. The 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, against payment therefore, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Ibasis Inc)

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Authorization of the Shares. The 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 to the Underwriters pursuant to this AgreementAgreement on the Closing Date or any Subsequent Closing Date, will be validly issued, fully paid and nonassessable, and the issuance of such share will not be subject to any preemptive or similar rights.

Appears in 1 contract

Samples: Underwriting Agreement (Arch Coal Inc)

Authorization of the Shares. The 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 and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Coorstek Inc)

Authorization of the Shares. The Shares to be purchased by the Underwriters from the Company Selling Shareholder have been duly authorized for issuance authorized, and sale pursuant to this Agreement and, when issued and delivered by on or before the Company pursuant to this AgreementClosing Date, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (CapitalSource Healthcare REIT)

Authorization of the Shares. The 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 to the Underwriters pursuant to this AgreementAgreement on the Closing Date, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Parkway Properties Inc)

Authorization of the Shares. The 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 to the Underwriters pursuant to this AgreementAgreement on the Closing Date or any Subsequent Closing Date, will be validly issued, fully paid and nonassessablenonassessable and free of any preemptive rights.

Appears in 1 contract

Samples: Underwriting Agreement (Geokinetics Inc)

Authorization of the Shares. The 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; the issuance and sale of the Shares to be purchased by the Underwriters from the Company are not subject to any preemptive rights, right of first refusal or other similar rights to subscribe for or purchase such Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Mortons Restaurant Group Inc)

Authorization of the Shares. The 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 AgreementAgreement and in the manner described in the Prospectus, will be validly issued, fully paid and nonassessable, and will conform to the description thereof contained in the Registration Statement and the Prospectus, and the holders of outstanding shares or other equity interests of the Company are not entitled to preemptive or other rights afforded by the Company to subscribe for the Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Prologis)

Authorization of the Shares. The 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. The Common Shares to be purchased by the Underwriters from the Selling Shareholder, when issued, were validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Keynote Systems Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (Central Garden & Pet Co)

Authorization of the Shares. The 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 nonassessablenon assessable.

Appears in 1 contract

Samples: Underwriting Agreement (Firepond Inc)

Authorization of the Shares. The Shares to be purchased sold by the Underwriters from the Company Underwriter have been duly and validly authorized by all required corporate action and have been reserved for issuance and sale pursuant to this Agreement and, when so issued and delivered by the Company pursuant to this AgreementCompany, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Code Rebel Corp)

Authorization of the Shares. The 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 to the Underwriters pursuant to this AgreementAgreement on the Closing Date or any Optional Closing Date, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Biodel Inc)

Authorization of the Shares. (i) The Shares to be purchased by the Underwriters from the Company (including any Shares to be purchased pursuant to Section 12 hereof) have been duly authorized for issuance and sale pursuant to this Agreement and, and when issued and delivered by the Company pursuant to this Agreement, Agreement will be validly issued, issued and fully paid and nonassessablenon-assessable.

Appears in 1 contract

Samples: Underwriting Agreement (American Capital Strategies LTD)

Authorization of the Shares. The 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 against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Id Systems Inc)

Authorization of the Shares. The 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. (f) No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived.

Appears in 1 contract

Samples: Directchef Inc

Authorization of the Shares. The 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 to the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Quatrx Pharmaceuticals Co)

Authorization of the Shares. The Shares to be purchased by the Underwriters Underwriter 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.

Appears in 1 contract

Samples: Underwriting Agreement (Immtech International Inc)

Authorization of the Shares. The 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 to the Underwriters pursuant to this AgreementAgreement on the Closing Date or any Subsequent Closing Date against payment of the consideration set forth herein, will be validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Sucampo Pharmaceuticals, Inc.)

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

Appears in 1 contract

Samples: Underwriting Agreement (Visible Genetics Inc)

Authorization of the Shares. The 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. The Common Shares to be purchased by the Underwriters from the Selling Stockholders, when issued, were validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Underwriting Agreement (Mypoints Com Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (McCormick & Schmicks Seafood Restaurants Inc.)

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