Title to Units. When certificates representing the Preferred Stock shall have been duly delivered to the Purchasers and payment shall have been made for the Units, the several Purchasers shall have good and valid title to the Preferred Stock, and upon conversion of such Preferred Stock, will have good and valid title to the Common Stock issuable upon such conversion (the "Conversion Shares"), in each case, free and clear of all liens, encumbrances and claims, including without limitation, adverse claims, whatsoever (with the exception of claims arising through the acts of the Purchasers themselves and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Warrants shall have been duly delivered to the Purchasers and payment shall have been made for the Units, the several Purchasers shall have good and valid title to the Warrants, and upon exercise of such Warrants and the payment of the exercise price thereof, will have good and valid title to the Common Stock issuable upon such exercise (the "Warrant Shares"), in each case, free and clear of all liens, encumbrances and claims, including without limitation, adverse claims, whatsoever (with the exception of claims arising through the acts of the Purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Unit Purchase Options and the Advisory Options shall have been duly delivered to the Placement Agent, the Placement Agent or its designees shall have good and valid title to the Unit Purchase Options and the Advisory Options, and upon exercise of either such Options, will have good and valid title to the Preferred Stock and Warrants issuable upon such exercise, and upon conversion of the Preferred Stock issuable upon exercise of such Options or upon exercise of the Warrants issuable upon such exercise and the payment of the exercise price thereof, will have good and valid title to the Common Stock into which such Preferred Stock is converted or for which such Warrants are exercised, in each case, free and clear of all liens, encumbrances and claims, including without limitation, adverse claims, whatsoever (with the exception of claims arising through the acts of the Placement Agent and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.
Appears in 1 contract
Samples: Agency Agreement (Xytronyx Inc)
Title to Units. When certificates representing the Preferred Stock shall have been duly delivered to the Purchasers purchasers and payment shall have been made for the Unitstherefor, the several Purchasers purchasers shall have good and valid marketable title to the Preferred Stock, and and, upon conversion of such Preferred Stock, will have good and valid marketable title to the Common Stock issuable upon such conversion (the "Conversion Shares"), in each case, free and clear of all liens, encumbrances and claims, including without limitation, adverse claims, claims whatsoever (with the exception of claims arising through the acts of the Purchasers themselves purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Warrants shall have been duly delivered to the Purchasers purchasers and payment shall have been made for the Unitstherefor, the several Purchasers purchasers shall have good and valid marketable title to the Warrants, and upon exercise of such Warrants and the payment of the exercise price thereoftherefor, will have good and valid marketable title to the Common Stock issuable upon such exercise (the "Warrant Shares"), in each case, free and clear of all liens, encumbrances and claims, including without limitation, adverse claims, claims whatsoever (with the exception of claims arising through the acts of the Purchasers purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Unit Purchase Options Placement and the Advisory Options Warrants shall have been duly delivered to the Placement Agent, the Placement Agent or its designees shall have good and valid marketable title to the Unit Purchase Options Placement and the Advisory OptionsWarrants, and upon exercise of either such OptionsPlacement and Advisory Warrants and payment of the exercise price therefor, will have good and valid marketable title to the Preferred Stock and Warrants Common Stock issuable upon such exercise, and upon conversion of the Preferred Stock issuable upon exercise of such Options or acquired upon exercise of the Warrants issuable upon such exercise Placement and the payment of the exercise price thereofAdvisory Warrants, will have good and valid marketable title to 9 the Common Stock into which such Preferred Stock is converted or for which such Warrants are exercised, in each caseconverted, free and clear of all liens, encumbrances and claims, including without limitation, adverse claims, claims whatsoever (with the exception of claims arising through the acts of the Placement Agent purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all the taxes, if any, in respect of the original issuance thereof.
Appears in 1 contract
Title to Units. When certificates representing the Preferred Common Stock and Class C Warrants shall have been duly delivered to the Purchasers and payment shall have been made for the Units, the several Purchasers shall have good and valid title to the Preferred StockCommon Stock and the Class C Warrants and, and upon conversion exercise of such Preferred StockClass C Warrants, will have good and valid title to the Common Stock issuable upon such conversion exercise (the "Conversion Shares"), in each case, free and clear of all liens, encumbrances and claims, including without limitation, claims and adverse claims, whatsoever (with the exception of claims arising through the acts of the Purchasers themselves and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Warrants Placement Options and Advisory Options shall have been duly delivered to the Purchasers and payment shall have been made for the UnitsPlacement Agent, the several Purchasers Placement Agent or its designees shall have good and valid title to the WarrantsPlacement Options and Advisory Options, and upon exercise of such Warrants and the payment of the exercise price thereofPlacement Options and/or Advisory Options, will have good and valid title to the Common Stock and Class C Warrants issuable upon such exercise, and upon exercise (of such Class C Warrants issuable upon exercise of such Placement Options and/or Advisory Options, will have good and valid title to the "Warrant Shares")Common Stock into which such Class C Warrants are converted, in each case, free and clear of all liens, encumbrances and claims, including without limitation, adverse claims, whatsoever (with the exception of claims arising through the acts of the Purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Unit Purchase Options and Common Stock issuable pursuant to Article VI of the Advisory Options Subscription Agreement (the "Article VI Issuances") shall have been duly delivered to the Placement AgentPurchasers, the Placement Agent or its designees several Purchasers shall have good and valid title to the Unit Purchase Options and the Advisory Options, and upon exercise of either such Options, will have good and valid title to the Preferred Stock and Warrants issuable upon such exercise, and upon conversion of the Preferred Stock issuable upon exercise of such Options or upon exercise of the Warrants issuable upon such exercise and the payment of the exercise price thereof, will have good and valid title to the Common Stock into which constituting such Preferred Stock is converted or for which such Warrants are exercised, in each case, Article VI Issuances free and clear of all liens, encumbrances and claims, including without limitation, claims and adverse claims, whatsoever (with the exception of claims arising through the acts of the Placement Agent and except as arising from applicable Federal and state securities laws), such Common Stock shall be duly authorized, validly issued, fully paid and non-assessable, and the Company shall have paid all taxes, if any, in respect of the original issuance issuances thereof.
Appears in 1 contract
Samples: Agency Agreement (Procept Inc)
Title to Units. When certificates representing the Preferred Stock shall have been duly delivered to the Purchasers and payment shall have been made for the Units, the several Purchasers shall have good and valid title to the Preferred Stock, and upon conversion of such Preferred Stock, will have good and valid title to the Common Stock issuable upon such conversion (the "Conversion Shares"), in each case, free and clear of all liens, encumbrances and claims, including without limitation, claims and adverse claims, whatsoever (claims with the exception of claims arising through from the acts of the Purchasers themselves and themselves, whatsoever (except as arising from applicable Federal and state securities laws), and BGDC shall have paid all taxes, if any, in respect of the Company original issuance thereof. Upon exercise by a Purchaser of the Initial Exchange Right or the Exchange Right (each as defined in the Term Sheet), as applicable, if payment thereof is made by Pacific through the issuance of shares of common stock of Pacific, par value $.02 per share ("Pacific Common Stock"), each such Purchaser will have good and valid title to the Pacific Common Stock issuable upon such exercise (the "Exchange Shares"), in each case, free and clear of all liens, encumbrances and claims and adverse claims with the exception of claims arising from the acts of the Purchasers themselves, whatsoever (except as arising from applicable Federal and state securities laws), and Pacific shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Placement and Advisory Warrants shall have been duly delivered to the Purchasers Placement Agent and payment shall have been made for the UnitsPlacement and Advisory Warrants, the several Purchasers Placement Agent or its designees shall have good and valid title to the Placement and Advisory Warrants, and upon exercise of such Warrants Placement or Advisory Warrants, in accordance with their respective terms, will have good and valid title to the payment Preferred Stock issuable upon such exercise, and upon conversion of the Preferred Stock issuable upon exercise price thereofof such Placement and Advisory Warrants, will have good and valid title to the Common Stock issuable upon into which such exercise (the "Warrant Shares")Preferred Stock is converted, in each case, free and clear of all liens, encumbrances and claims, including without limitation, adverse claims, whatsoever (claims with the exception of claims arising through from the acts of the Purchasers and themselves, whatsoever (except as arising from applicable Federal and state securities laws), and the Company BGDC shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing The Preferred Stock issuable upon exercise of the Unit Purchase Options Placement and the Advisory Options shall have been duly delivered Warrants, will be entitled to the Placement AgentInitial Exchange Right and/or the Exchange Right and upon exercise of either the Initial Exchange Right or the Exchange Right, as applicable, the holders of the Placement Agent or its designees and Advisory Warrants shall have good and valid title to the Unit Purchase Options and the Advisory Options, and upon exercise of either such Options, will have good and valid title to the Preferred Stock and Warrants Exchange Shares issuable upon such exercise, and upon conversion of the Preferred Stock issuable upon exercise of such Options or upon exercise of the Warrants issuable upon such exercise and the payment of the exercise price thereof, will have good and valid title to the Common Stock into which such Preferred Stock is converted or for which such Warrants are exercised, in each case, free and clear of all liens, encumbrances and claims, including without limitation, adverse claims, whatsoever (claims with the exception of claims arising through from the acts of the Placement Agent and Purchasers themselves, whatsoever (except as arising from applicable Federal and state securities laws), and the Company Pacific shall have paid all taxes, if any, in respect of the original issuance thereof.
Appears in 1 contract
