Common use of Issuance and Delivery Clause in Contracts

Issuance and Delivery. The Shares and the Warrants have been duly authorized and, when issued and delivered in compliance with this Agreement, will be duly and validly issued and delivered and will be outstanding, fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions other than any liens or encumbrances created by or imposed on the holders thereof through no action of the Company; provided, however, that the Shares and the Warrant will be subject to restrictions on transfer and state and federal securities laws and as provided herein. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and such shares, when issued upon such exercise in accordance with the terms of the Company's Certificate of Incorporation and the Warrant, respectively, and when the price is paid upon exercise of the Warrant, shall be fully paid and nonassessable. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Securities by the Company pursuant to this Agreement. Except as provided in Schedule 3.3, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement) to require the Company to register the sale of any securities owned by such holder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. Except as provided in Schedule 3.3, no further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.

Appears in 1 contract

Samples: Purchase Agreement (Medtronic Inc)

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Issuance and Delivery. The Shares and the Warrants have been duly authorized authorized, and, when issued and delivered in compliance with this Agreement, will be duly and validly issued and delivered and will be outstanding, fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions other than any liens restrictions, and will conform to the description thereof contained in the Regis tration Statement (or encumbrances created incorporated by or imposed on the holders thereof through no action of the Company; provided, however, that the Shares and the Warrant will be subject to restrictions on transfer and state and federal securities laws and as provided hereinreference therein). The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the WarrantWarrants, and such shares, when issued upon such exercise in accordance with the terms of the Company's Certificate of Incorporation and the WarrantWarrants, respectively, and when the price is paid upon exercise of the WarrantWarrants, shall be fully paid and nonassessablenon-assessable. No preemptive rights rights, or other rights to subscribe for or purchase purchase, exist with respect to the issuance and sale of the Securities by the Company pursuant to this Agreement. Except as provided in Schedule 3.3, no No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement) to require the Company to register the sale of any securities owned by such holder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. Except as provided in Schedule 3.3, no No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.

Appears in 1 contract

Samples: Purchase Agreement (Vidamed Inc)

Issuance and Delivery. The Shares and the Warrants have been duly authorized --------------------- authorized, and, when issued and delivered in compliance with this Agreement, will be duly and validly issued and delivered and will be outstanding, fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions other than any liens restrictions, and will conform to the description thereof contained in the Registration Statement (or encumbrances created incorporated by or imposed on the holders thereof through no action of the Company; provided, however, that the Shares and the Warrant will be subject to restrictions on transfer and state and federal securities laws and as provided hereinreference therein). The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the WarrantWarrants, and such shares, when issued upon such exercise in accordance with the terms of the Company's Certificate of Incorporation and the WarrantWarrants, respectively, and when the price is paid upon exercise of the WarrantWarrants, shall be fully paid and nonassessablenon-assessable. No preemptive rights rights, or other rights to subscribe for or purchase purchase, exist with respect to the issuance and sale of the Securities by the Company pursuant to this Agreement. Except as provided in Schedule 3.3, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement) to require the Company to register the sale of any securities owned by such holder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. Except as provided in Schedule 3.3, no No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.

Appears in 1 contract

Samples: Purchase Agreement (Vidamed Inc)

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Issuance and Delivery. The Shares and the Warrants have been duly --------------------- authorized and, when issued and delivered in compliance with this Agreement, will be duly and validly issued and delivered and will be outstanding, fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions other than any liens or encumbrances created by or imposed on the holders thereof through no action of the Company; provided, however, that the Shares and the Warrant will be subject to restrictions on transfer and state and federal securities laws and as provided herein. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and such shares, when issued upon such exercise in accordance with the terms of the Company's Certificate of Incorporation and the Warrant, respectively, and when the price is paid upon exercise of the Warrant, shall be fully paid and nonassessable. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Securities by the Company pursuant to this Agreement. Except as provided in Schedule 3.3, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement) to require the Company to register the sale of any securities owned by such holder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. Except as provided in Schedule 3.3, no further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.

Appears in 1 contract

Samples: Purchase Agreement (Vidamed Inc)

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