Common use of Authorization of the Shares Clause in Contracts

Authorization of the Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized for issuance and sale to the Manager pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable; no holder of the Shares is or will be subject to personal liability by reason of being such a holder; the issuance and sale of the Shares to be sold by the Company pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person; and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement will pass valid title to the Shares being sold by the Company, free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance. The certificates used by the Company to evidence the Shares are in valid and sufficient form.

Appears in 12 contracts

Samples: Equity Distribution Agreement (CubeSmart, L.P.), Equity Distribution Agreement (CubeSmart, L.P.), Equity Distribution Agreement (CubeSmart, L.P.)

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Authorization of the Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized for issuance and sale to the Manager pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein Agreement, will be validly issued, fully paid and non nonassessable; the Shares conform in all material respects to the description thereof in the Registration Statement and the Prospectus, and such description conforms to the rights set forth in the Company’s Amended and Restated Articles of Incorporation and By- assessable Laws; no holder of the Shares is or will shall be subject to any personal liability solely by reason of being such a holder; and the issuance and sale of the Shares to be sold by the Company pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of to subscribe for or purchase the Company or any other person; and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement will pass valid title to the Shares being sold by the Company, free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance. The certificates used by the Company to evidence the Shares are in valid and sufficient form Shares.

Appears in 2 contracts

Samples: Agency Agreement (India Globalization Capital, Inc.), Sale Agreements (Ener1 Inc)

Authorization of the Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized for issuance and sale to the Manager pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, Purchase Price will be validly issued, fully paid and non-assessable; no holder of the Shares is or will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Shares to be sold by the Company pursuant to this Agreement is are not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder security holder of the Company or any other person ; and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement will pass valid title to the Shares being sold by the Company, free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance. The certificates used by the Company to evidence the Shares are in valid and sufficient form .

Appears in 2 contracts

Samples: Securities Purchase Agreement (TriplePoint Venture Growth BDC Corp.), Securities Purchase Agreement (TriplePoint Venture Growth BDC Corp.)

Authorization of the Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized for issuance and sale pursuant to the Manager pursuant to ADC Agreement and this Agreement and, when issued and delivered by the Company pursuant to the ADC Agreement and this Agreement against payment of the consideration set forth herein specified therefor in this Agreement and the ADC Agreement, will be validly issued, fully paid and non nonassessable and will not be subject to preemptive or other similar rights arising by operation of law, under the charter and by- assessable; no laws of the Company or under any agreement to which the Company is a party, or otherwise. No holder of the such Shares is or will be subject to personal liability for liabilities of the Company by reason of being such a holder ; the issuance and sale of the Shares to be sold by the Company pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person; and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement will pass valid title to the Shares being sold by the Company, free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance. The certificates used by the Company to evidence the Shares are in valid and sufficient form .

Appears in 1 contract

Samples: Underwriting Agreement (Century Casinos Inc /Co/)

Authorization of the Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized for issuance and sale to the Manager pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement against payment and a deed of the consideration set forth herein issue (each, a “Deed of Issue”), will be validly issued, fully paid and non-assessable; no holder nonassessable (meaning that the holders of the Shares is or will be subject to personal liability not by reason of merely being such a holder ; , be subject to assessment or calls by the Company or its creditors for further payment on such Shares), and the issuance and sale of the Shares to be sold by the Company pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of to subscribe for or purchase the Company or any other person; and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement will pass valid title to the Shares being sold by the Company, free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance. The certificates used by the Company to evidence the Shares are in valid and sufficient form Shares.

Appears in 1 contract

Samples: Sale Agreements (Merus N.V.)

Authorization of the Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized for issuance and sale to the Manager pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein Agreement, will be validly issued, fully paid and non nonassessable; the Shares conform in all material respects to the description thereof in the Registration Statement and the Prospectus, and such description conforms to the rights set forth in the Company’s Amended and Restated Articles of Incorporation and By- assessable Laws; no holder of the Shares is or will shall be subject to any personal liability solely by reason of being such a holder; and the issuance and sale of the Shares to be sold by the Company pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of to subscribe for or purchase the Company or any other person; and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement will pass valid title to the Shares being sold by the Company, free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance. The certificates used by the Company to evidence the Shares are in valid and sufficient form. Shares

Appears in 1 contract

Samples: Agency Agreement (India Globalization Capital, Inc.)

Authorization of the Shares. The Shares to be sold have been, or as of the date of this Agreement will have been, duly authorized by the Company pursuant to this Agreement have been duly authorized for issuance and sale to the Manager pursuant to this Agreement and Agreement. Such Shares, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein therefor specified in this Agreement, will be validly issued, fully paid and non- assessable; no assessable and will not be subject to preemptive or other similar rights arising by operation of law, under the charter and by-laws of the Company or under any agreement to which the Company, the Operating Partnership, any subsidiary or any Property Partnership is a party, or otherwise. No holder of the such Shares is or will be subject to personal liability by reason of being such a holder ; the issuance and sale . The Certificate of Designations for the Shares will be in full force and effect prior to be sold by the Company pursuant to this Agreement is not subject to any preemptive rights, rights time of first refusal or other similar rights of any securityholder of the Company or any other person; payment for and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement and will pass valid title to the Shares being sold by the Company, free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance comply with all applicable legal requirements. The certificates form of stock certificate to be used by the Company to evidence the Shares are Series C Preferred Stock will be in valid due and sufficient form proper form and will comply with all applicable legal requirements.

Appears in 1 contract

Samples: Underwriting Agreement (Mills Corp)

Authorization of the Shares. The Shares to be sold have been, or as of the date of this Agreement will have been, duly authorized by the Company pursuant to this Agreement have been duly authorized for issuance and sale to the Manager pursuant to this Agreement and Agreement. Such Shares, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein therefor specified in this Agreement, will be validly issued, fully paid and non- assessable; no assessable and will not be subject to preemptive or other similar rights arising by operation of law, under the charter and by-laws of the Company or under any agreement to which the Company, the Operating Partnership, any subsidiary or any Property Partnership is a party, or otherwise. No holder of the such Shares is or will be subject to personal liability by reason of being such a holder ; the issuance and sale . The Certificate of Designations for the Shares will be in full force and effect prior to be sold by the Company pursuant to this Agreement is not subject to any preemptive rights, rights time of first refusal or other similar rights of any securityholder of the Company or any other person; payment for and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement and will pass valid title to the Shares being sold by the Company, free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance comply with all applicable legal requirements. The certificates form of stock certificate to be used by the Company to evidence the Shares are Series E Preferred Stock will be in valid due and sufficient form proper form and will comply with all applicable legal requirements.

Appears in 1 contract

Samples: Underwriting Agreement (Mills Corp)

Authorization of the Shares. The Shares to be sold have been, or as of the date of this Agreement will have been, duly authorized by the Company pursuant to this Agreement have been duly authorized for issuance and sale to the Manager pursuant to this Agreement and Agreement. Such Shares, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein therefor specified in this Agreement, will be validly issued, fully paid and non- assessable; no assessable and will not be subject to preemptive or other similar rights arising by operation of law, under the charter and by-laws of the Company or under any agreement to which the Company, the Operating Partnership, any subsidiary or any Property Partnership is a party, or otherwise. No holder of the such Shares is or will be subject to personal liability by reason of being such a holder ; the issuance and sale . The form of the Shares stock certificate to be sold by the Company pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person; and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement will pass valid title to the Shares being sold by the Company, free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance. The certificates used by the Company to evidence the Shares are Common Stock will be in valid due and sufficient form proper form and will comply with all applicable legal requirements.

Appears in 1 contract

Samples: Underwriting Agreement (Mills Corp)

Authorization of the Shares. The Shares to be issued and sold by the Company pursuant to this Agreement upon settlement of the Purchase Contracts have been duly authorized and reserved for issuance and sale to the Manager pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement the Purchase Contracts against payment of the consideration set forth herein therein, will be validly issued, fully paid and non-assessable; the Shares conform 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 is or will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Shares to be sold by the Company pursuant to this Agreement is not subject to any the preemptive rights, rights of first refusal or other similar rights of any securityholder security holder of the Company or any other person; and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement will pass valid title to the Shares being sold by the Company , free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance. The certificates used by the Company to evidence the Shares are in valid and sufficient form .

Appears in 1 contract

Samples: Underwriting Agreement (Great Plains Energy Inc)

Authorization of the Shares. The Shares to be sold purchased by the Underwriters from the Company pursuant to this Agreement have been duly authorized for issuance and sale to the Manager Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, issued and fully paid and non-assessable; no holder of the Shares is or will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Shares to be sold by the Company pursuant to this Agreement is not subject to any the preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person; and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement will pass valid title to the Shares being sold by the Company, free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance. The certificates used by the Company to evidence the Shares are in valid and sufficient form that have not been validly waived.

Appears in 1 contract

Samples: Purchase Agreement (Orexigen Therapeutics, Inc.)

Authorization of the Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized for issuance and sale to the Manager pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non- assessable; assessable (such term meaning that no holder of the Shares is or will be subject to personal liability by reason of being such a holder ); and the issuance and sale of the Shares to be sold by the Company pursuant to this Agreement is are not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person ; and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement will pass valid title to the Shares being sold by the Company, free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance. The certificates used by the Company to evidence the Shares are in valid and sufficient form .

Appears in 1 contract

Samples: Securities Purchase Agreement (Playa Hotels & Resorts N.V.)

Authorization of the Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized for issuance and sale to the Manager pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable; no holder of the Shares is or will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Shares to be sold by the Company pursuant to this Agreement is are not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person ; and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement will pass valid title to the Shares being sold by the Company, free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance. The certificates used by the Company to evidence the Shares are in valid and sufficient form .

Appears in 1 contract

Samples: Securities Purchase Agreement (Golub Capital BDC, Inc.)

Authorization of the Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized for issuance and sale to the Manager Barclays pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable; no holder of the Shares is or will be subject to personal liability by reason of being such a holder; the issuance and sale of the Shares to be sold by the Company pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person; and the delivery of the Shares being sold by the Company against payment therefor pursuant to the terms of this Agreement will pass valid title to the Shares being sold by the Company, free and clear of any claim, encumbrance or defect in title, and without notice of any lien, claim or encumbrance. The certificates used by the Company to evidence the Shares are in valid and sufficient form.

Appears in 1 contract

Samples: Equity Distribution Agreement (CubeSmart, L.P.)