Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 9 contracts
Samples: Underwriting Agreement (UTime LTD), Underwriting Agreement (Oriental Culture Holding LTD), Underwriting Agreement (Oriental Culture Holding LTD)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 6 contracts
Samples: Purchase Agreement (Motus GI Holdings, Inc.), Purchase Agreement (Motus GI Holdings, Inc.), Purchase Agreement (Motus GI Holdings, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital equity of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) ), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 5 contracts
Samples: Underwriting Agreement (Li Bang International Corp Inc.), Agreement (CDT Environmental Technology Investment Holdings LTD), Underwriting Agreement (Infobird Co., LTD)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by‑laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering offering, or the sale of the Securities as contemplated by this Agreement gives give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and, except for subsequent issuances, if any, contemplated pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 4 contracts
Samples: Underwriting Agreement (Viking Therapeutics, Inc.), Underwriting Agreement (Viking Therapeutics, Inc.), Underwriting Agreement (Viking Therapeutics, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which waiver, if applicable, has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights rights, warrants or options to acquire, or instruments convertible into or exchangeable for, or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock or capital stock of the Company’s subsidiaries pursuant to the Company’s Certificate of Incorporationor the applicable subsidiary’s charter, Memorandum and Articles of Association (by-laws or other constitutive or organizational documents) similar constitutional documents or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below) or is not entitled to exercise such rights in connection with the Registration Statement pursuant to the terms of the relevant agreement. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable (except in the case of any foreign subsidiary, for directors’ qualifying shares), and, except as otherwise described in the Registration Statement, in the Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances (collectively, any “Liens”) of any third party, all of the issued and outstanding shares of such stock (except for (a) in the case of any foreign subsidiary, directors’ qualifying shares and (b) any Liens arising under the Company’s Loan and Security Agreement with Sterling National Bank, dated July 1, 2016. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 4 contracts
Samples: Underwriting Agreement (AMERI Holdings, Inc.), Underwriting Agreement (AMERI Holdings, Inc.), Underwriting Agreement (AMERI Holdings, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary SharesCommon Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by‑laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 4 contracts
Samples: Underwriting Agreement (SolarMax Technology, Inc.), Underwriting Agreement (SolarMax Technology, Inc.), Underwriting Agreement (SolarMax Technology, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 3 contracts
Samples: Underwriting Agreement (Microvision, Inc.), Underwriting Agreement (Microvision, Inc.), Underwriting Agreement (Microvision, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus as of their respective dates under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 3 contracts
Samples: Underwriting Agreement (Beyond Air, Inc.), Underwriting Agreement (Nuvectra Corp), Underwriting Agreement (Nuvectra Corp)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering offering, or the sale of the Securities as contemplated by this Agreement gives give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries has been duly and validly authorized and issued and is fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Share Capital.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”
Appears in 3 contracts
Samples: Underwriting Agreement (OptimizeRx Corp), Underwriting Agreement (OptimizeRx Corp), Underwriting Agreement (WPP PLC)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Common Shares, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary Common Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Common Shares pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by-laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Common Shares or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Common Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 3 contracts
Samples: Underwriting Agreement (Newater Technology, Inc.), Underwriting Agreement (Newater Technology, Inc.), Underwriting Agreement (ReTo Eco-Solutions, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersXxxxx Xxxxxxx), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the ProspectusProspectus and except as has been waived in connection with the offering contemplated hereby, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date or a subsidiary of the ProspectusCompany owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 3 contracts
Samples: Purchase Agreement (LDR Holding Corp), Purchase Agreement (LDR Holding Corp), Purchase Agreement (LDR Holding Corp)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary SharesCommon Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by-laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 3 contracts
Samples: Underwriting Agreement (Datasea Inc.), Underwriting Agreement (Datasea Inc.), Underwriting Agreement
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are is duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 3 contracts
Samples: Purchase Agreement (ONCOSEC MEDICAL Inc), Purchase Agreement (ZBB Energy Corp), Purchase Agreement (Gordmans Stores, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital equity of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which waiver has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by-laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) ), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 3 contracts
Samples: Underwriting Agreement (J-Star Holding Co., Ltd.), Underwriting Agreement (J-Star Holding Co., Ltd.), Underwriting Agreement (J-Star Holding Co., Ltd.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchasepurchase that have not been waived in writing (a copy of which such waivers have been delivered to counsel to the Underwriters), or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or its subsidiary is a party or by which the Company or its subsidiary is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering or the sale of the Securities as contemplated by this Agreement gives give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) that have not been waived in writing (a copy of which such waivers have been delivered to counsel to the Underwriters) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of the Company’s subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of our Securities.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (Processa Pharmaceuticals, Inc.), Underwriting Agreement (Processa Pharmaceuticals, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable (which term “non-assessable” when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof), have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which waiver has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Selling Shareholder Firm Shares are duly authorized and validly issued, fully paid and non-assessable, free and clear of all liens imposed by the Company; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate Amended and Restated Memorandum of Incorporation, Memorandum Association and Amended and Restated Articles of Association Association, as amended (as the same may be amended or other constitutive or organizational documentsrestated from time to time, the “Organizational Documents”) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) ), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Indemnification Escrow Agreement (Prime Skyline LTD), Underwriting Agreement (Prime Skyline LTD)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities lawsnonassessable, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated disclosed in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the ProspectusProspectus or except as have been waived in connection with the offering contemplated hereby, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as disclosed in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus and except for directors’ qualifying shares, the Company or a subsidiary of the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”
Appears in 2 contracts
Samples: Purchase Agreement (K2m Group Holdings, Inc.), Purchase Agreement (K2m Group Holdings, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all federal and state and foreign securities laws and applicable securities lawsexemptions therefrom, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, the Securities, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share . The capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate charter or bylaws of Incorporation, Memorandum and Articles the Company or any of Association (or other constitutive or organizational documents) its subsidiaries or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (Adamis Pharmaceuticals Corp), Purchase Agreement (Adamis Pharmaceuticals Corp)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by-laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (REED LTD), Underwriting Agreement (REED LTD)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all federal and state and foreign securities laws and applicable securities lawsexemptions therefrom, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities Shares, Warrants and Warrant Shares which may be sold hereunder by the Company have been duly authorized and, the Shares, when issued, delivered and paid for in accordance with the terms of this AgreementAgreement and the Warrant Shares, when so issued and delivered upon exercise of the Warrants, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate charter or bylaws of Incorporation, Memorandum and Articles the Company or any of Association (or other constitutive or organizational documents) its subsidiaries or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (Mast Therapeutics, Inc.), Purchase Agreement (Mast Therapeutics, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Shares, Company are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp), Underwriting Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities . The Firm Shares and Option Shares which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share . The capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the SecuritiesFirm Shares, Option Shares, and the Warrant Shares) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (Venaxis, Inc.), Purchase Agreement (Venaxis, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such common stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Registration Statement, Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (Juhl Energy, Inc), Purchase Agreement (Juhl Energy, Inc)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by‑laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares (Common Stock, including the Securities) conform Securities to be purchased pursuant to this Agreement, conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (IZEA Worldwide, Inc.), Underwriting Agreement (IZEA, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, Company are duly authorized and validly issued, fully paid and non-assessable (which term “non-assessable” when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof), have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters)writing, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, Company conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. The Representative’s Units issuable upon exercise of the Representative’s Purchase Option are duly authorized and, when issued in accordance with the terms of the Representative’s Purchase Option, will be validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of Shares issuable pursuant to this Agreement and the Representative’s Purchase Option. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares Units pursuant to the Company’s Amended and Restated Certificate of Incorporation, Memorandum and Articles of Association as amended (as the same may be amended or other constitutive or organizational documentsrestated from time to time, the “Organizational Documents”) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares Units or other securities of the Company (collectively “Registration Rights”) ), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Units (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (Syra Health Corp), Underwriting Agreement (Syra Health Corp)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Common Shares, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company and the Common Shares which may be sold pursuant to the Representative’s Warrant have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this AgreementAgreement and the Representative’s Warrant (as applicable), will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary Common Shares, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Common Shares pursuant to the Company’s Certificate of Incorporationarticles, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering or offering, the sale of the Securities or the Representative’s Warrant as contemplated by this Agreement gives Agreement, or the issuance of Common Shares upon exercise of the Representative’s Warrant, give rise to any rights for or relating to the registration of any Ordinary Common Shares or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Share Capital.” The Ordinary Common Shares (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (DiaMedica Therapeutics Inc.), Underwriting Agreement (DiaMedica Therapeutics Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by-laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (MingZhu Logistics Holdings LTD), Underwriting Agreement (Blue Hat Interactive Entertainment Technology)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities lawsnonassessable, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated disclosed in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the ProspectusProspectus or except as have been waived in connection with the offering contemplated hereby, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives does not give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as disclosed in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus and except for directors’ qualifying shares, the Company or a subsidiary of the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”
Appears in 2 contracts
Samples: Underwriting Agreement (K2m Group Holdings, Inc.), Underwriting Agreement (K2m Group Holdings, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company that have not been validly waived in writing (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise validly waived in writing such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized authorized, except for subsequent issuances, if any, contemplated pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus or pursuant to the exercise of convertible securities or options described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (Invuity, Inc.), Purchase Agreement (Invuity, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company and the shares of Common Stock which may be sold pursuant to the Representative’s Warrant have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this AgreementAgreement and the Representative’s Warrant (as applicable), will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering or offering, the sale of the Securities or the Representative’s Warrant as contemplated by this Agreement gives Agreement, or the issuance of shares of Common Stock upon exercise of the Representative’s Warrant, give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (Celcuity Inc.), Underwriting Agreement (Celcuity LLC)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) that have not been waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise waived such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (ElectroCore, LLC), Purchase Agreement (ElectroCore, LLC)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal, state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to for the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by Firm Shares, the Company Option Shares and the Warrant Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this AgreementAgreement and, with respect to the Warrant Shares, the Warrant Agent Agreement and the Warrants, will have been validly issued and will be fully paid and non-assessablenonassessable; the Representatives’ Shares (as defined below) have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Unit Purchase Option, will have been validly issued and will be fully paid and nonassessable; the Representatives’ Warrant Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Representatives’ Warrants, will have been validly issued and will be fully paid and nonassessable, and the holders thereof of the Firm Shares, the Option Shares, the Warrant Shares, the Representatives’ Shares and the Representatives’ Warrant Shares will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary Common Stock, the Securities, the Representatives’ Securities and the Representatives’ Warrant Shares, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities, the Representatives’ Securities or the Representatives’ Warrant Shares as contemplated by this Agreement Agreement, the Warrant Agent Agreement, the Representatives’ Warrants, the Warrants or the Unit Purchase Option gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ); and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding equity interests of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding equity interests of such subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the SecuritiesFirm Shares, the Option Shares, the Warrant Shares, the Representatives’ Shares and the Representatives’ Warrant Shares) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (Direct Digital Holdings, Inc.), Underwriting Agreement (Direct Digital Holdings, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters)writing, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities Purchase Shares which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the ProspectusSEC Filings. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the ProspectusSEC Filings, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities Purchase Shares as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the SEC Filings, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” SEC Filings as of their respective dates. The Ordinary Shares Common Stock (including the SecuritiesPurchase Shares) conform conforms in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.SEC Filings
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Beyond Air, Inc.), Common Stock Purchase Agreement (Beyond Air, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Underwriting Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (Chembio Diagnostics, Inc.), Underwriting Agreement (Chembio Diagnostics, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (Chembio Diagnostics, Inc.), Purchase Agreement (Synergy Resources Corp)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters)writing, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased by the Underwriters pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing General Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing General Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Rights”) Statement, in the General Disclosure Package and (iii) any person to whom in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing General Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existencerespective dates set forth therein).
Appears in 2 contracts
Samples: Underwriting Agreement (ExOne Co), Underwriting Agreement (Leaf Group Ltd.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) that have not been validly waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise validly waived such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (Orthopediatrics Corp), Underwriting Agreement (Orthopediatrics Corp)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are have been duly authorized and validly issued, are fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been be validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) that have not been validly waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise waived such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Registration Statement, the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (Progenity, Inc.), Purchase Agreement (Progenity, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company and the shares of Common Stock which may be sold pursuant to the Representative’s Warrant have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this AgreementAgreement and the Representative’s Warrant (as applicable), will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering or and sale of the Securities or the Representative’s Warrant as contemplated by this Agreement gives Agreement, or the issuance of shares of Common Stock upon exercise of the Representative’s Warrant, give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”
Appears in 2 contracts
Samples: Underwriting Agreement (Fresh Vine Wine, Inc.), Underwriting Agreement (Fresh Grapes, LLC)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are is duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; the Warrants which may be sold hereunder by the Company have been duly authorized for issuance and sale by the Company and, when executed, issued and delivered and fully paid for in accordance with the terms of this Agreement, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity; the Warrant Shares have been duly authorized and reserved for issuance pursuant to the terms of the Warrants, and when issued by the Company upon valid exercise of the Warrants and payment of the exercise price, will be validly issued, fully paid and nonassessable and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is boundbound other than options to purchase common stock under the Company’s existing stock option plans. Except as described in the Registration Statement, (ii) the Time of Sale Disclosure Package and the Prospectus, neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed that have not to exercise such rights until after the date that is 180 days after the date of the Prospectusbeen fully complied with or previously waived. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under Prospectus, as of the caption “Capitalization.” dates set forth therein. The Ordinary Shares Common Stock (including the SecuritiesSecurities and the Warrant Shares) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (CONTRAFECT Corp), Warrant Agreement (CONTRAFECT Corp)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company that have not been validly waived in writing (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise validly waived in writing such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and, except for subsequent issuances, if any, contemplated pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including Immediately after the Securities) conform in all material respects issuance and sale of the Securities to the description thereof contained in Underwriters, no shares of preferred stock, or any class of capital stock of the Pricing Disclosure Package Company, other than Common Stock, shall be outstanding and no holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital stock or any other securities of the Prospectus. In additionCompany shall have any existing or future right to acquire any shares of any preferred stock or class of capital stock of the Company, other than Common Stock, except as described to the extent set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (CareDx, Inc.), Purchase Agreement (CareDx, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesSecurities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company that have not been validly waived in writing (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below) or have otherwise waived in writing such rights with respect to the offering and sale of the Securities as contemplated by this Agreement. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company or a subsidiary of the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and, except for subsequent issuances, if any, contemplated pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” ”. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Registration Statement, the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (CareDx, Inc.), Underwriting Agreement (CareDx, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed (to the extent their issued or issuable Common Stock is not included in the Registration Statement) not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Common Stock (Cachet Financial Solutions, Inc.), Common Stock (Cachet Financial Solutions, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (CoLucid Pharmaceuticals, Inc.), Purchase Agreement (CoLucid Pharmaceuticals, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed (to the extent their issued or issuable Common Stock is not included in the Registration Statement) not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Common Stock (Cachet Financial Solutions, Inc.), Common Stock (Cachet Financial Solutions, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (Microvision, Inc.), Underwriting Agreement (Microvision, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; the Warrant Shares to be issued by the Company upon exercise of the Warrants, as provided therein, have been duly and validly authorized and, when issued and delivered upon exercise of the Warrants, will be duly and validly issued, fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement or issuance of the Warrant Shares as contemplated by the Warrants gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) that have not been validly waived, and (iiiC) any person to whom Registration Rights currently in effect that are triggered by either the offering or sale of the Securities as contemplated by this Agreement or the issuance of the Warrant Shares as contemplated by the Warrants have been validly waived until after expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) Securities conform in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (Leap Therapeutics, Inc.), Underwriting Agreement (Leap Therapeutics, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.,” The Ordinary Shares (including and all of the Securities) Company’s issued shares of capital stock conform in all material respects to the description thereof contained in the Pricing Registration Statement, Time of Sale Disclosure Package and the Prospectus under the heading “Description of Capital Stock.” The Common Stock (including the Securities) conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (Recro Pharma, Inc.), Purchase Agreement (Recro Pharma, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holderswriting; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”
Appears in 2 contracts
Samples: Common Stock (Sientra, Inc.), Purchase Agreement (Sientra, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable (which term “non-assessable” when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof), have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which waiver has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. The Ordinary Shares issuable upon exercise of the Representative’s Warrant are duly authorized and, when issued in accordance with the terms of the Representative’s Warrant, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized but unissued shares the maximum number of Ordinary Shares issuable pursuant to this Agreement and the Representative’s Warrant. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporation, Memorandum and Articles of Association Association, as amended (as the same may be amended or other constitutive or organizational documentsrestated from time to time, the “Organizational Documents”) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) ), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (Lobo Ev Technologies LTD), Underwriting Agreement (Lobo Ev Technologies LTD)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.,” The Ordinary Shares (including and all of the Securities) Company’s issued shares of capital stock conform in all material respects to the description thereof contained in the Pricing Registration Statement, Time of Sale Disclosure Package and the Prospectus under the heading “Description of Capital Stock.” The Common Stock (including the Securities) conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (Zosano Pharma Corp), Purchase Agreement (Zosano Pharma Corp)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by-laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) ), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Underwriting Agreement (EZGO Technologies Ltd.), Underwriting Agreement (EZGO Technologies Ltd.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Class A Common Stock, and all LLC Units (as defined below) and other membership interests of the Subsidiary (“Membership Interests”) are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Selling Stockholders (which includes the Securities issued by the Company upon exchange of LLC Units by the Selling Stockholders) have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesClass A Common Stock, conforms the Membership Interests and the Securities, conform to in all material respects to the description descriptions thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Class A Common Stock or Membership Interests pursuant to the Company’s Certificate or the Subsidiary’s, as the case may be, charter, by-laws, operating agreement, certificate of Incorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) formation or any agreement or other instrument to which the Company Company, the Subsidiary or any of their consolidated subsidiaries is a party or by which the Company Company, the Subsidiary or any of their consolidated subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Class A Common Stock, the Membership Interests or other securities of the Company or the Subsidiary that have not been validly waived in writing (collectively “Registration Rights”) and (iiiC) any person to whom the Company or the Subsidiary has granted Registration Rights has agreed not to exercise or has otherwise validly waived in writing such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s consolidated subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company beneficially owns all of the issued and outstanding shares of such stock, either directly or through the Subsidiary, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Class A Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In additionImmediately after the sale of the Securities to the Underwriters, no shares of preferred stock, or any class of capital stock of the Company, other than Class A Common Stock and Class B Common Stock, shall be outstanding and no holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants, preemptive rights, rights of first refusal or other rights to purchase capital stock or any other securities of the Company shall have any existing or future right to acquire any shares of any preferred stock or class of capital stock of the Company, other than Class A Common Stock, except as described to the extent set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (Habit Restaurants, Inc.), Purchase Agreement (Habit Restaurants, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are is duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound; (B) except as set forth in the Company’s filings under the Exchange Act, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Securities We Are Offering – Description of our Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 2 contracts
Samples: Purchase Agreement (OncoCyte Corp), Purchase Agreement (OncoCyte Corp)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration StatementStatements, in the Pricing Time of Sale Disclosure Package and in the ProspectusProspectuses. Except as otherwise stated in the Registration StatementStatements, in the Pricing Time of Sale Disclosure Package and in the ProspectusProspectuses, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement Statements nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). All of the issued and outstanding shares of capital stock or equity interests of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statements, in the Time of Sale Disclosure Package and in the Prospectuses, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock or equity interests. The Company has an authorized and outstanding capitalization as set forth in the Registration StatementStatements, in the Pricing Time of Sale Disclosure Package and in the Prospectus Prospectuses under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existenceProspectuses.
Appears in 1 contract
Samples: Underwriting Agreement (Zynex Inc)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, with the exception of the preemptive rights held by the stockholder as described in the Base Prospectus as “Selling Stockholders,” whose preemptive rights have been waived; and (iiB) with the exception of the registration rights held by the stockholders included in the Base Prospectus as “Selling Stockholders,” neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person Selling Stockholder to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration StatementCompany’s Form 8-A/A filed with the Commission on December 9, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” 2010, as amended. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Purchase Agreement (Uni-Pixel)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the ProspectusOffering Memorandum. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the ProspectusOffering Memorandum, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives does not and will not give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Time of Sale Disclosure Package and in the Offering Memorandum, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus Offering Memorandum under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”
Appears in 1 contract
Samples: Purchase Agreement (Cinedigm Corp.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other similar rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the . The Securities which may be sold hereunder (other than the Warrant Shares and the shares of Common Stock which may be sold pursuant to the Underwriter’s Warrant by the Company Company) have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; . The Warrant Shares and the share shares of Common Stock which may be sold pursuant to the Underwriter’s Warrant by the Company, when issued in accordance with the terms of this Agreement, the Warrant Agreement, the Warrants and the Underwriter’s Warrant (including, without limitation, payment of the exercise price therefor), will have been validly issued and will be fully paid and nonassessable, and the the holders thereof will not be subject to personal liability by reason of being such holders. The capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering or offering, the sale of the Securities or the Underwriter’s Warrant as contemplated by this Agreement gives Agreement, or the issuance of shares of Common Stock upon exercise of the Underwriter’s Warrant, give rise to any rights (other than rights in favor of the holders of the Underwriter’s Warrant) for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Securities We Are Offering.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description descriptions thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are is duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by‑laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Purchase Agreement (Infinity Pharmaceuticals, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal, state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to for the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by and the Company Representatives’ Securities have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement and the Representatives’ Warrant Agreement, respectively, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, the Securities and the Representatives’ Securities, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities or the Representatives’ Securities as contemplated by this Agreement or the Representatives’ Warrant Agreement, respectively, gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ); and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding equity interests of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding equity interests of such subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities and the Representatives’ Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Underwriting Agreement (Direct Digital Holdings, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ); and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability to the Company or its stockholders by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package Package, and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (ii) neither other than options to purchase common stock under the Company’s existing stock option plans. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an All of the issued and outstanding shares of capital stock of the Company’s subsidiaries have been duly and validly authorized and outstanding capitalization issued and are fully paid and nonassessable, and, except as set forth otherwise described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under Prospectus, the caption “Capitalization.” The Ordinary Shares (including Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package issued and the Prospectusoutstanding shares of such stock. In addition, except Except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any share subsidiaries of the Company any shares of the capital stock of the Company or any subsidiaries of the Company. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus under the captions “Capitalization” and “Description of Capital Stock.” The Common Stock (including the Securities) conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and there are no option, share bonus the options or other share plans or arrangements rights granted thereunder, set forth in existencethe Time of Sale Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock (including the Securities), conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Rights”) Statement, in the Time of Sale Disclosure Package and (iii) any person to whom in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has not sold or issued any securities that would be integrated with the offering of Common Stock contemplated by this Agreement pursuant to the Act, the rules and regulations thereunder or the interpretations thereof by the Commission. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In additionThe issue and sale of the Common Stock, except as described in the Registration Statementexecution, in the Pricing Disclosure Package delivery and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital performance of this Agreement by the Company, the consummation of the transactions contemplated hereby and there are no optionthe application of the proceeds from the sale of the Securities as described under “Use of Proceeds” in the most recent Preliminary Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, share bonus impose any lien, charge or encumbrance upon any property or assets of the Company and its subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other share plans agreement or arrangements instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; (ii) result in existenceany violation of the provisions of the charter or by-laws (or similar organizational documents) of the Company or any of its subsidiaries; or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets.
Appears in 1 contract
Samples: Underwriting Agreement (Pfenex Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Shares, Company are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration StatementStatements, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration StatementStatements, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement Statements nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statements, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration StatementStatements, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Underwriting Agreement (Jerash Holdings (US), Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities Shares and Warrants Shares which may be sold hereunder by the Company have been duly authorized and, and when issued, delivered and paid for in accordance with the terms of this AgreementAgreement and in the Warrants, as the case may be, such Shares, when so issued and delivered and the Warrant Shares, when issued upon the exercise of the Warrants, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person officer or director to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and outstanding capitalization as set forth in the Registration Statementissued and are fully paid and nonassessable, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In additionand, except as otherwise described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no optionsthe Company owns of record and beneficially, warrantsfree and clear of any security interests, agreementsclaims, contracts liens, proxies, equities or other rights in existence to purchase or acquire from encumbrances, all of the issued and outstanding shares of such stock. The authorized capital stock of the Company any share capital will, immediately prior to the Time of the CompanySale, consist of (i) 125,000,000 shares of Common Stock, par value $0.0001 per share, of which 68,278,653 shares are issued and there 67,603,653 shares are outstanding and (ii) 5,000,000 shares of Preferred Stock, par value $0.0001 per share, of which no option, share bonus or other share plans or arrangements in existenceshares are issued and outstanding.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company that have not been validly waived in writing (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus). The Company has an authorized authorized, except for subsequent issuances, if any, contemplated pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus or pursuant to the exercise of convertible securities or options described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Purchase Agreement (Invuity, Inc.)
Capitalization; the Securities; Registration Rights. The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or by-laws, other constitutive or organizational documents) documents or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock or other applicable equity interests of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock or other applicable equity interests. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are have been duly authorized and validly issued, issued and are fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been be validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed that have not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.been validly waived and
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Underwriting Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ); and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existencerespective dates set forth therein.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively the rights described in (A) and (B), collectively, “Registration Rights”) ); and (iiiC) to the extent applicable any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock or other applicable equity interests of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company or a wholly-owned subsidiary of the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock or other applicable equity interests. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under (except for subsequent issuances of shares of Common Stock, if any, pursuant to the caption “Capitalization.” terms of a plan or arrangement in effect on the date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus). The Ordinary Shares (Common Stock, including the Securities) conform Securities to be purchased pursuant to this Agreement, conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or its subsidiary is a party or by which the Company or its subsidiary is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of the Company’s subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.,” The Ordinary Shares (including and all of the Securities) Company’s issued shares of capital stock conform in all material respects to the description thereof contained in the Pricing Registration Statement, Time of Sale Disclosure Package and the Prospectus under the heading “Description of Capital Stock.” The Common Stock (including the Securities) conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, with the exception of the preemptive rights held by the stockholders as described in the Base Prospectus as “Selling Stockholders,” whose preemptive rights have been waived; and (iiB) with the exception of the registration rights held by the stockholders included in the Base Prospectus as “Selling Stockholders,” neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration StatementCompany’s Form 8-A/A filed with the Commission on December 9, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” 2010, as amended. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Purchase Agreement (Uni-Pixel)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company that have not been validly waived in writing in connection with the offering contemplated hereby (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Underwriting Agreement (Gelesis Inc)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are is duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock and 5.0% Series F Convertible Preferred Stock (the “Series F Preferred Stock”), are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersAgents), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which Securities, the Agents’ Warrants and the Agents’ Warrant Shares that may be sold hereunder or are issuable pursuant to exercise thereof by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, or, if applicable, in accordance with the terms of the Warrants or Agents’ Warrant, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock or Series F Preferred Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such common stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under Prospectus. The capital stock of the caption “Capitalization.” The Ordinary Shares Company, including the Common Stock (including the SecuritiesWarrant Shares) conform and Series F Preferred Stock, conforms in all material respects to the description thereof contained in the Pricing Registration Statement, Time of Sale Disclosure Package and the Prospectus. In additionThe Securities have been or will be qualified for sale under the securities laws of such United States jurisdictions as set forth on Schedule V hereto, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there or are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire will be exempt from the Company any share capital qualification and broker-dealer requirements of the Company, and there are no option, share bonus or other share plans or arrangements in existencesuch jurisdictions.
Appears in 1 contract
Samples: Placement Agency Agreement (Crossroads Systems Inc)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, and were not issued in violation of or subject to any preemptive rights or other similar rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters)or complied with, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or its subsidiary is a party or by which the Company or its subsidiary is boundbound that will remain in effect following the First Closing Date, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) that have not been validly waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise waived such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of the Company’s subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The As of the First Closing Date, the Company has will have an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Underwriting Agreement, conforms to the description thereof in the Registration Statement (including in any agreements filed as exhibits to the Registration Statement), in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any material rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, or otherwise in connection with the Company’s Credit Agreement, dated as of November 14, 2016, by and between the Company, East West Bank, as administrative agent, and the other lenders from time to time party thereto (the “Credit Agreement”), or the Fifth Amended and Restated Securities Purchase Agreement and Security Agreement, dated as of November 14, 2016, by and between Praesidian Capital Opportunity Fund III, L.P., Praesidian Capital Opportunity Fund III-A, LP and United Insurance Company of America (the “Praesidian Facility”), the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Underwriting Agreement (Fusion Telecommunications International Inc)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share . The capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate certificate of Incorporationincorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock or other equity or ownership or proprietary interest of each of the Subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus; the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such capital stock or other equity or ownership or proprietary interest. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Underwriting Agreement (Connexa Sports Technologies Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are have been duly authorized and validly issued, are fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been be validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and the Prospectus. The Warrants have been duly authorized for issuance and sale by the Company and, when executed, issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Warrants in a number sufficient to meet the current exercise requirements. Upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be duly and validly issued and fully paid and non-assessable, free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights and free of any voting or transfer restrictions pursuant to the Company’s charter or bylaws or any agreement or other instrument to which the Company is a party that have not been validly waived. The warrants of the Company (including the Warrants) conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities Securities, or the issuance of the Warrant Shares upon conversion of the Warrants, as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) that have not been validly waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise waived such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the SecuritiesSecurities and the Warrant Shares) conform conforms in all material respects to the description thereof contained in the Pricing Registration Statement, the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock and the Securities, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) that have not been validly waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise validly waived such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Shares, Company are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder and the shares of Common Stock which may be sold pursuant to the Underwriter’s Warrant by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this AgreementAgreement or the Underwriter’s Warrant, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering or sale of the Securities or the Underwriter’s Warrant as contemplated by this Agreement Agreement, or the issuance of shares of Common Stock upon exercise of the Underwriter’s Warrant gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by‑laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock or other applicable equity interests of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement (including Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018), in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock or other applicable equity interests. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been complied with or waived in writing (if so waived, a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by‑laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives does not give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) that have not been validly waived, and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existencedates indicated therein.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Shares, Company are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities Shares which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; the Warrant Shares have been duly authorized and, when issued, paid for and delivered upon due exercise of the Pre-Funded Warrants, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; the Shares and Warrant Shares have been reserved for issuance by the Company with its transfer agent for its shares of Common Stock; and the share capital stock of the Company, including the Ordinary SharesOffered Securities to be purchased pursuant to this Agreement, conforms to the description descriptions thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate certificate of Incorporationincorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, each as amended to date; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock- Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are is duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) that have not been validly waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise validly waived such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Description of Capital Stock. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and outstanding capitalization issued and are fully paid and nonassessable, and, except as set forth otherwise described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under Prospectus, the caption “Capitalization.” Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. As of February 6, 2015, the Company had 150,000,000 shares of Common Stock authorized, 19,008,430 of which were issued and outstanding. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Registration Statement, the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Purchase Agreement (Trovagene, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporation's charter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “"Registration Rights”") and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an All of the issued and outstanding shares of capital stock of each of the Company's subsidiaries have been duly and validly authorized and outstanding capitalization as set forth in the Registration Statementissued and are fully paid and nonassessable, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In additionand, except as otherwise described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no optionsthe Company owns of record and beneficially, warrantsfree and clear of any security interests, agreementsclaims, contracts liens, proxies, equities or other rights in existence to purchase or acquire from encumbrances, all of the issued and outstanding shares of such stock. The authorized capital stock of the Company any share capital will, immediately prior to the Time of the CompanySale, consist of (i) 50,000,000 shares of Common Stock, par value $0.001 per share, of which 7,873,100 shares are issued and there outstanding and (ii) 5,000,000 shares of Preferred Stock, par value $0.001 per share, of which no shares are no option, share bonus or other share plans or arrangements in existenceissued and outstanding.
Appears in 1 contract
Samples: Purchase Agreement (S&W Seed Co)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock (including the Securities), conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. The shares of the Securities to be sold by the Selling Stockholders will be sold in compliance with federal and state securities laws. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has not sold or issued any securities that would be integrated with the offering of Common Stock contemplated by this Agreement pursuant to the Act, the rules and regulations thereunder or the interpretations thereof by the Commission. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In additionThe issue and sale of the Common Stock, except as described in the Registration Statementexecution, in the Pricing Disclosure Package delivery and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital performance of this Agreement by the Company, the consummation of the transactions contemplated hereby and there are no optionthe application of the proceeds from the sale of the Securities as described under “Use of Proceeds” in the most recent Preliminary Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, share bonus impose any lien, charge or encumbrance upon any property or assets of the Company and its subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other share plans agreement or arrangements instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; (ii) result in existenceany violation of the provisions of the charter or by-laws (or similar organizational documents) of the Company or any of its subsidiaries; or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets.
Appears in 1 contract
Samples: Underwriting Agreement (Pfenex Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or its subsidiary is a party or by which the Company or its subsidiary is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of the Company’s subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Underwriting Agreement (Akoustis Technologies, Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Purchase Agreement (Neogenomics Inc)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other similar rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the . The Securities which may be sold hereunder by the Company (other than the Warrant Shares and the shares of Common Stock which may be sold pursuant to the Warrants and Underwriters’ Warrants) have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; . The Warrant Shares and the share shares of Common Stock which may be sold pursuant to the Underwriters’ Warrants by the Company, when issued in accordance with the terms of this Agreement, the Warrant Agreement, the Warrants and the Underwriters’ Warrants (including, without limitation, payment of the exercise price therefor), will have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders. The capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering or offering, the sale of the Securities or the Underwriters’ Warrants as contemplated by this Agreement gives Agreement, or the issuance of shares of Common Stock upon exercise of the Underwriters’ Warrants, give rise to any rights (other than rights in favor of the holders of the Underwriters’ Warrants) for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Securities We Are Offering.” The Ordinary Shares Securities (including the SecuritiesWarrant Shares) conform in all material respects to the description descriptions thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Shares, Company are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Underwriting Agreement (Streamline Health Solutions Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, and were not issued in violation of or subject to any preemptive rights or other similar rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities (including the Units, Shares and Warrants) which may be sold hereunder by the Company have been duly authorized and, the Shares, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares Securities (including the SecuritiesUnits, Shares and Warrants) conform in all material respects to the description descriptions thereof contained in the Pricing Registration Statement, the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Warrant Agreement (Ener-Core Inc.)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are is duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersAgents), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities Placement Shares which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package Statement and in the Prospectus. Except as otherwise stated described in the Registration Statement, in the Pricing Disclosure Package Statement and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is boundbound other than options to purchase common stock under the Company’s existing stock option plans. Except as described in the Registration Statement and the Prospectus, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities Placement Shares as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed that have not to exercise such rights until after the date that is 180 days after the date of the Prospectusbeen fully complied with or previously waived. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package Statement and in the Prospectus under Prospectus, as of the caption “Capitalization.” dates set forth therein. The Ordinary Shares Common Stock (including the SecuritiesPlacement Shares) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Samples: Sales Agreement (CONTRAFECT Corp)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all federal and state and applicable foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated disclosed in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the ProspectusProspectus or except as have been waived in connection with the offering contemplated hereby, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as disclosed in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company or a subsidiary of the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) that have not been duly and validly waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after in a manner that would require the date that is 180 days after Company to file a registration statement with the date Commission prior to the expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”
Appears in 1 contract
Samples: Purchase Agreement (Virobay Inc)
Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock and the Securities to be sold by the Selling Stockholders, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) that have not been validly waived and (iiiC) any person to whom the Company has granted Registration Rights (other than the Selling Stockholders with respect to this Offering) has agreed not to exercise or has otherwise validly waived such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.
Appears in 1 contract
