Authorization of the Private Placement Shares Sample Clauses

Authorization of the Private Placement Shares. The Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.
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Authorization of the Private Placement Shares. The Private Placement Shares included in the Private Placement Units have been duly authorized and, when issued and delivered against payment for the Private Placement Units by the Company pursuant to the Unit Subscription Agreements, will be validly issued, fully paid and non-assessable and free of preemptive rights, rights of first refusal and similar rights.
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Authorization of the Private Placement Shares. The Private Placement Shares have been duly authorized by the Company and, when issued and delivered in the manner set forth in the Private Placement Shares Purchase Agreement (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Private Placement Shares have been issued credited as fully paid) against payment therefor, will be duly issued and delivered and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
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Authorization of the Private Placement Shares. The Private Placement Shares have been duly authorized by the Company and, when issued and delivered in the manner set forth in the Sponsor Class A Common Stock Purchase Agreement against payment therefor, will be duly issued and delivered and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
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Related to Authorization of the Private Placement Shares

  • Authorization of the Placement Shares The Placement Shares, when issued and paid for as contemplated herein, will be validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights, and will conform to the description of the Common Stock contained in the Registration Statement and the Prospectus.

  • Listing of Placement Shares During any period in which the Prospectus relating to the Placement Shares is required to be delivered by Xxxxx under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use its commercially reasonable efforts to cause the Placement Shares to be listed on Nasdaq and to qualify the Placement Shares for sale under the securities laws of such jurisdictions as Xxxxx reasonably designates and to continue such qualifications in effect so long as required for the distribution of the Placement Shares; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation or dealer in securities or file a general consent to service of process in any jurisdiction.

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