Issuance, Sale and Delivery of the Shares Clause Samples
The 'Issuance, Sale and Delivery of the Shares' clause defines the process by which a company will create, sell, and transfer ownership of its shares to investors. It typically outlines the number of shares to be issued, the purchase price, the timing and method of payment, and the procedures for delivering share certificates or recording ownership. This clause ensures that both parties understand the mechanics and obligations involved in the transaction, thereby providing clarity and reducing the risk of disputes regarding the transfer of shares.
Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. 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 shares owned by such stockholder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. 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 Shares to be sold by the Company as contemplated herein.
Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, 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 Shares by the Company pursuant to this Agreement. 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 Shares to be sold by the Company as contemplated herein.
Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable. No preemptive rights or other rights of third parties to subscribe for or purchase any Ordinary Shares of the Company exist with respect to the issuance and delivery of the Shares by the Company pursuant to this Agreement, which have not been waived or complied with. No further approval or authority of the shareholders or the Board of Directors of the Company will be required for the issuance and delivery of the Shares to be delivered by the Company as contemplated herein.
Issuance, Sale and Delivery of the Shares. (a) The shares of Offered Common Stock have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum.
(b) The shares of Offered Preferred Stock have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum.
(c) The holders of Offered Preferred Stock will be entitled to the rights and preferences set forth in the Certificate of Designations of the Offered Preferred Stock (the “Certificate of Designations”), a form of which is attached to this Agreement as Exhibit A, as further described in the Private Placement Memorandum.
(d) The Company has reserved and at all times shall reserve and keep available, out of its authorized but unissued common stock, solely for the purpose of effecting the conversion of the Offered Preferred Stock (the “Conversion”), the full number of shares of common stock issuable upon the Conversion of all the Offered Preferred Stock from time to time outstanding. The Conversion Shares have been duly authorized, and when issued and delivered in the manner set forth in the Certificate of Designations, will be validly issued, fully paid and nonassessable.
(e) No preemptive rights, resale rights, rights of first refusal or similar rights to subscribe for or purchase any shares of common stock or preferred stock of the Company exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement or the Conversion Shares pursuant to the Certificate of Designations, in each case, which have not been waived or complied with or will be waived or complied with on or before the Funding Date.
(f) No further approval or consent by, or notice to, the stockholders or Board of Directors of the Company will be required for the issuance and sale of the Shares or the issuance of the Conversion Shares, as contemplated herein, except:
(i) pursuant to the Securityholders and Registration Rights Agreement, dated as of July 19, 2007, between Doral Holdings Delaware LLC (“Holdings”) and the Company (the “Stockholders Agreement”), a 20-day written notice must be provided to Holdings prior to an issuance of ...
Issuance, Sale and Delivery of the Shares. (a) The Shares have been duly authorized for issuance and sale to the Purchasers pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and nonassessable and free and clear of all pledges, liens and encumbrances. The certificates evidencing the Shares are in due and proper form under Delaware law.
(b) The issuance of the Shares is not subject to preemptive or other similar rights. No further approval or authority of the shareholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated in this Agreement.
(c) Subject to the accuracy of the Purchasers' representations and warranties in Section 5 of this Agreement, the offer, sale, and issuance of the Shares in conformity with the terms of this Agreement constitute transactions exempt from the registration requirements of Section 5 of the Securities Act and from the registration or qualification requirements of the laws of any applicable state or United States jurisdiction.
Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the SEC Documents.
Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable, and free and clear of all Encumbrances (as defined below) with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Series A Preferred Stock. Upon conversion of the Shares, the Conversion Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all Encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. No further approval or authority of the stockholders or the Board will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein. No further approval or authority of the stockholders or the Board will be required for the issuance of the Conversion Shares which the Company shall issue on the Conversion Date in accordance with the Certificate of Amendment of Restated Certificate of Incorporation. For purposes hereof, “Encumbrances” means pledges, liens, charges, security interests, mortgages, restrictions and encumbrances, other than the restrictions on transfer under state and/or federal securities laws.
Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws), and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. 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 be filed by it pursuant to Section 7.1 (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the “Securities Act”) in the Registration Statement. 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 Shares to be sold by the Company as contemplated herein.
Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, subject, in the case of the Subsequent Shares, to obtaining the Required Stockholder Approval. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as set forth in the Private Placement Memorandum or in any document incorporated by reference therein, 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 be filed by it pursuant to Section 7.1 (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company or any other person will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.
Issuance, Sale and Delivery of the Shares. Both the Shares being purchased hereunder, and the underlying shares of the Company’s common stock into which the Shares may convert are duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than liens or encumbrances created or imposed upon the Purchasers.