Class A Common Stock. The Class A Common Stock included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable. The holders of such Class A Common Stock are not and will not be subject to personal liability by reason of being such holders; such Class A Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Osprey Technology Acquisition Corp.), Underwriting Agreement (Osprey Technology Acquisition Corp.)
Class A Common Stock. The Class A Common Stock included in the Units have been duly authorized andStock, when issued and delivered against payment in accordance with the terms of this Agreement for the Offered Securities by the Underwriters pursuant to consideration described in this Agreement, will have been (i) duly authorized by the Company and when issued against the consideration therefor, will be validly issuedissued by the Company, (ii) fully paid and non-assessable. The holders of such Class A Common Stock are , (iii) not and will not be subject to personal liability by reason of being such holders; such Class A Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted created by statute or any agreement to which the Company is a party or by which it is bound and (iv) free and clear of all Liens created by the CompanyCompany (other than Liens created by the Articles).
Appears in 2 contracts
Samples: Contribution Agreement (Empire State Realty Trust, Inc.), Contribution Agreement (Empire State Realty Trust, Inc.)
Class A Common Stock. The Class A Common Stock included in the Units have been duly authorized andStock, when issued and delivered against payment in accordance with the terms of this Agreement for the Offered Securities by the Underwriters pursuant to consideration described in this Agreement, will have been (i) duly authorized by the Company, and when issued against the consideration therefor, will be validly issued, issued by the Company (ii) fully paid and non-assessable. The holders of such Class A Common Stock are , (iii) not and will not be subject to personal liability by reason of being such holders; such Class A Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted created by statute or any agreement to which the Company is a party or by which it is bound and (iv) free and clear of all Liens created by the CompanyCompany (other than Liens created by the Articles).
Appears in 1 contract
Samples: Contribution Agreement (Empire State Realty Trust, Inc.)