Securities To Be Sold. 2.8.2.1. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be.
Securities To Be Sold. 2.8.2.1. The Public Securities and Representative’s Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and Representative’s Securities has been duly and validly taken. The Public Securities and Representative’s Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be.
Securities To Be Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Public Securities have been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be. When issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and the Warrants, and the Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Securities To Be Sold. 2.8.2.1. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be. EarlyBirdCapital, Inc. April 6, 2017
Securities To Be Sold. 2.8.2.1. The Public Securities, including the shares of Common Stock underlying the Firm Units and the Option Units, have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities, including the shares of Common Stock underlying the Firm Units and the Option Units, are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities, including the shares of Common Stock underlying the Firm Units and the Option Units, has been duly and validly taken. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be.
Securities To Be Sold. Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 1.4 hereof, the Selling Shareholders shall sell and deliver to the Purchaser good, valid and marketable title to the Shares, free and clear of all liabilities, obligations, claims, liens and encumbrances, by delivering to the Purchaser one or more stock certificates representing the Shares, duly endorsed in blank or accompanied by one or more stock powers duly endorsed in blank, in either case with medallion signature guarantees, in the name of the Purchaser and in form for transfer satisfactory to counsel for the Purchaser.
Securities To Be Sold. No later than the closing of business, Pacific time, on the business day immediately preceding the Closing Time, the Selling Stockholder will deliver the Transfer Agreement and make arrangements (reasonably satisfactory to the Underwriter), which arrangements shall be irrevocable without the consent of Barclays, for delivery (a) on the Closing Time of the Initial Securities to be sold by the Selling Stockholder on the Closing Date to the Company’s transfer agent and contemporaneous credit to the account of the Underwriter of such Initial Securities and (b) on any Date of Delivery of the applicable number of Option Securities to the Company’s transfer agent and contemporaneous credit to the account of the Underwriter of such number of Option Securities set forth in the applicable overallotment option notice delivered by Barclays pursuant to Section 3(b) hereof. The obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law or the occurrence of any other event.
Securities To Be Sold. Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 1.4 hereof, the Selling Shareholder shall sell and deliver to the Purchaser good, valid and marketable title to the Shares, free and clear of all liabilities, obligations, claims, liens and encumbrances, by delivering to the Purchaser one or more stock certificates representing the Shares, duly endorsed in blank or accompanied by one or more stock powers duly endorsed in blank, and in form for transfer satisfactory to counsel for the Purchaser.
Securities To Be Sold. Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 5 hereof, the Seller is selling and delivering to the Company good, valid, and marketable title to the Securities, by delivering to the Company stock certificates, warrant certificates, or any other applicable instrument representing such Securities, duly endorsed in blank or accompanied by one or more stock powers or instruments of transfer duly endorsed in blank, and in form for transfer satisfactory to the Company. If any Securities are held in registered or electronic form, then the Seller will promptly electronically transfer such Securities to the Company in accordance with written instructions provided by the Company.
Securities To Be Sold. Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 4 hereof, the Seller (a) is selling and delivering to the Company good, valid and marketable title to the Preferred Shares, by delivering to the Company by delivering to the Company stock certificates, representing such Preferred Shares, duly endorsed in blank or accompanied by one or more stock powers duly endorsed in blank, and in form for transfer satisfactory to the Company, and (b) is granting the Option by executing and delivering the Option Agreement to the Company.
