Common use of Issuance of the Shares Clause in Contracts

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares, when issued in accordance with the Preferred Stock and the Transaction Documents will be validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of Conversion Shares issuable pursuant to this Agreement, the Certificate of Designation and the Preferred Stock.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Duos Technologies Group, Inc.), Securities Purchase Agreement (Duos Technologies Group, Inc.), Securities Purchase Agreement (Duos Technologies Group, Inc.)

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Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares, when issued in accordance with the Preferred Stock and terms of the Transaction Documents Documents, will be validly issued, fully paid and non-assessablenonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The As of the Closing, the Company has will have reserved from its duly authorized capital stock 110% of the maximum number of Conversion shares of Common Stock issuable upon conversion of the Shares issuable pursuant to this Agreement, as of the Certificate of Designation and the Preferred StockClosing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cambridge Heart Inc)

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares, when issued in accordance with the Preferred Stock and terms of the Transaction Documents Documents, will be validly issued, fully paid and non-assessablenonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum a number of shares of Common Stock for issuance of the Conversion Shares issuable pursuant at least equal to this Agreement, 200% of the Certificate of Designation and Required Minimum on the Preferred Stockdate hereof.

Appears in 1 contract

Samples: Exchange Agreement (Edible Garden AG Inc)

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Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares, when issued in accordance with the Preferred Stock Shares and the Transaction Documents will be validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of Conversion Shares issuable pursuant to this Agreement, the Certificate of Designation and the Preferred StockShares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Duos Technologies Group, Inc.)

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