Valid Issuance of the Note Sample Clauses

Valid Issuance of the Note. The relevant Note when issued in accordance with this Agreement will be duly authorized and validly issued.
Sample 1Sample 2Sample 3See All (14)
AutoNDA by SimpleDocs
Valid Issuance of the Note. The Note has been duly and validly authorized for issuance and sale to the Purchaser by the Company, and when issued and delivered by the Company against payment therefor by the Purchaser in accordance with the terms of this Agreement, the Note will be a legally binding and valid obligation of the Company and enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and by applicable bankruptcy, insolvency and similar Law affecting creditors’ rights and remedies generally.
Sample 1Sample 2Sample 3See All (7)
Valid Issuance of the Note. The Note upon issuance in accordance with the Transaction Agreements will be duly authorized and validly issued, fully paid, and nonassessable, and will be free of any liens, encumbrances, or restrictions on transfer (other than those set forth in the Transaction Agreements or otherwise provided by applicable federal or state securities laws).
Sample 1
Valid Issuance of the Note. The Note, when executed, issued and delivered to the Holder in accordance with the terms of this Agreement for the consideration expressed herein, will be validly issued and constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, entitled to the benefits stated therein, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the then effective Charter Documents of the Company, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Ancillary Agreements). The issuance of the Note and the Conversion Shares is not subject to any preemptive rights, rights of first refusal or similar rights.
Sample 1
Valid Issuance of the Note. The Note has been duly authorized, executed and delivered by the Company and the Operating Partnership and is a legal, valid and binding obligation of each of the Company and the Operating Partnership enforceable against the Company and the Operating Partnership in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (ii) equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Sample 1
Valid Issuance of the Note. The authorization, issuance, sale and delivery of the Note has been duly authorized by all requisite corporate action of the Company. Mxxx Group, Inc
Sample 1
Valid Issuance of the Note. The Notes, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid, nonassessable and free of restrictions on transfer, other than restrictions imposed under this Agreement and applicable United States state or federal securities laws (including the Securities Act). Assuming the truth and accuracy of the representations and warranties of each applicable Purchaser in ARTICLE IV, the Notes will be issued in compliance with all applicable United States securities laws (including the Securities Act).
Sample 1
AutoNDA by SimpleDocs
Valid Issuance of the Note. When issued at the Closing, the Note and Warrant will be (and, upon payment pursuant to the terms of the Warrant, the Warrant Shares will be), duly authorized, validly issued, fully paid and non-assessable, free and clear from all taxes and liens, claims and encumbrances imposed by the Company, other than restrictions under applicable securities laws, and will not be subject to any preemptive rights or similar rights that have not been waived by the holders thereof. The Company has reserved for issuance, and at all times hereafter will reserve for issuance, a sufficient number of shares of Common Stock to permit all Warrant Shares to be issued upon full exercise of the Warrant.
Sample 1
Valid Issuance of the Note. The Note, when executed, issued and delivered to the Holder in accordance with the terms of this Agreement for the consideration expressed herein, will be validly issued and constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, entitled to the benefits stated therein, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Conversion Shares shall be reserved for issuance upon conversion of the Note into the Conversion Shares pursuant to the Note Purchase Agreement, and upon issuance in accordance with the terms of the then effective Charter Documents of the Company, the Conversion Shares will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Ancillary Agreements). The issuance of the Note and the Conversion Shares is not subject to any preemptive rights, rights of first refusal or similar rights.
Sample 1

Related to Valid Issuance of the Note

  • Issuance of the Notes The Notes have been duly authorized and, at the Closing Time, will have been duly executed and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

  • Valid Issuance of the Units The Units have been duly authorized and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (A) matters described in the Registration Statement and the Prospectus and (B) Sections 17-303, 17-607 or 17-804 of the Delaware LP Act), and will conform in all material respects to the description thereof contained in the Prospectus.

  • Valid Issuance of the Shares The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

  • Valid Issuance of the Securities At the Closing Time, the Initial Securities and the limited partnership interests represented thereby will be duly authorized by the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Xxxxxxx 00 xx xxx Xxxxxxxx Xxxxxxx LP Act); and at the Closing Time, the Option Securities and the limited partnership interests represented thereby will be duly authorized for issuance and sale pursuant to the Partnership Agreement and, upon exercise of the option provided in Section 2(b), when issued and delivered by the Partnership to the Underwriters pursuant to Section 2(b), the Option Securities will be validly issued and fully paid and non-assessable (except as such nonassessability may be affected by matters described in Xxxxxxx 00 xx xxx Xxxxxxxx Xxxxxxx LP Act); the Common Units conform to all statements relating thereto contained or incorporated by reference in the Registration Statement, General Disclosure Package and the Prospectus, and such description conforms to the rights set forth in the Partnership Agreement; no holder of the Securities will be subject to personal liability by reason of being such a holder.

  • Issuance of the Bonds The Authority shall issue the Bonds under and in accordance with the Indenture, subject to the provisions of the bond purchase agreement among the Authority, the initial purchaser or purchasers of the Bonds and the Company. The Company hereby approves the issuance of the Bonds and all terms and conditions thereof.

  • Valid Issuance of Stock (a) The Purchased Shares, when paid for and issued as provided in this Agreement, will be duly authorized and validly issued, fully paid and nonassessable.

  • Issuance and Purchase of the Notes (a) Delivery of the Funding Agreement and the Guarantee to the Custodian, on behalf of the Indenture Trustee, pursuant to the Assignment or execution of the cross receipt contained in the Closing Instrument shall be confirmation of payment by the Trust for the Funding Agreement.

  • Valid Issuance of Securities The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

  • Issuance of Commitment Shares In consideration for (i) the Investor’s execution and delivery of this Agreement and (ii) an initial investment of One Hundred Thousand Dollars ($100,000) by the Investor in the Company on the date hereof, the Company shall cause the Transfer Agent to issue, on the date of this Agreement, 242,529 shares of Common Stock (the “Initial Commitment Shares”) and 113,636 shares of Common Stock, the Initial Purchase Shares, directly to the Investor and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares and Initial Purchase Shares in the form as set forth in Exhibit E attached hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any termination of this Agreement. In connection with each Regular Purchase of Purchase Shares hereunder, the Company shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 404,216 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase of Purchase Shares and the denominator of which is Ten Million One Hundred Thousand Dollars ($10,100,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase in accordance with Section 2(c). In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 404,216 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. Notwithstanding anything to the contrary herein, in the event that the Registration Statement is not declared effective by the SEC within 180 days from the date of this Agreement, than all of the Additional Commitment Shares shall, as of such date, be immediately fully earned irrespective of any termination of this Agreement and the Company shall immediately issue to the Investor all of the Additional Commitment Shares.

  • Valid Issuance of Common Stock The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Time is Money Join Law Insider Premium to draft better contracts faster.