Authorization of the Offered Securities. The Offered Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such securities have been issued credited as fully paid) against payment therefor pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free of preemptive rights, rights of first refusal and similar rights.
Appears in 7 contracts
Samples: Underwriting Agreement (Perceptive Capital Solutions Corp), Underwriting Agreement (ARYA Sciences Acquisition Corp V), Underwriting Agreement (ARYA Sciences Acquisition Corp V)
Authorization of the Offered Securities. The Offered Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such securities have been issued credited as fully paid) against payment therefor pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free of preemptive rights, rights of first refusal and similar rights.
Appears in 5 contracts
Samples: Underwriting Agreement (Foresite Life Sciences Corp.), Underwriting Agreement (FS Development Corp. II), Underwriting Agreement (FS Development Corp.)
Authorization of the Offered Securities. The Offered Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such securities have been issued credited as fully paid) against payment therefor pursuant to this Agreement, will be validly issued, fully paid and non-assessable nonassessable, and free the issuance and sale of the Offered Securities is not subject to any preemptive rights, rights of first refusal and or other similar rightsrights to subscribe for or purchase the Offered Securities.
Appears in 5 contracts
Samples: Underwriting Agreement (Landcadia Holdings II, Inc.), Underwriting Agreement (Landcadia Holdings II, Inc.), Underwriting Agreement (Miragen Therapeutics, Inc.)
Authorization of the Offered Securities. The Offered Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such securities have been issued credited as fully paid) against payment therefor pursuant to this Agreement, will be validly issued, fully paid and non-assessable assessable, and free the issuance and sale of preemptive the Offered Securities is not subject to any pre-emptive rights, rights of first refusal and or other similar rightsrights to subscribe for or purchase the Offered Securities.
Appears in 4 contracts
Samples: Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings IV, Inc.)
Authorization of the Offered Securities. The Offered Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such securities have been issued credited as fully paid) against payment therefor pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free of preemptive rights, rights of first refusal and similar rightsassessable.
Appears in 2 contracts
Samples: Underwriting Agreement (HealthCor Catalio Acquisition Corp.), Underwriting Agreement (HealthCor Catalio Acquisition Corp.)
Authorization of the Offered Securities. The Offered Securities have been duly and validly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such securities have been issued credited as fully paid) against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and non-assessable issued and free of preemptive rights, resale rights, rights of first refusal and similar rights.
Appears in 2 contracts
Samples: Underwriting Agreement (AMCI Acquisition Corp.), Underwriting Agreement (AMCI Acquisition Corp.)
Authorization of the Offered Securities. The Offered Securities have been duly and validly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such securities have been issued credited as fully paid) against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and non-assessable issued and free of preemptive rights, rights of first refusal and similar rights.
Appears in 2 contracts
Samples: Underwriting Agreement (Arya Sciences Acquisition Corp.), Underwriting Agreement (Arya Sciences Acquisition Corp.)
Authorization of the Offered Securities. The Offered Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such securities have been issued credited as fully paid) against payment therefor pursuant to this Agreement, will be validly issuedduly issued and delivered, fully paid and non-assessable will constitute valid and free binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by the Enforceability Limitations; and the issuance and sale of the Offered Securities is not subject to any preemptive rights, rights of first refusal and or other similar rightscontractual rights granted by the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (LF Capital Acquisition Corp. II), Underwriting Agreement (LF Capital Acquisition Corp. II)
Authorization of the Offered Securities. The Offered Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such securities have been issued credited as fully paid) against payment therefor pursuant to this Agreement, will be validly issued, fully paid and non-assessable assessable, and free the issuance and sale of the Offered Securities is not subject to any preemptive rights, rights of first refusal and or other similar rightsrights to subscribe for or purchase the Offered Securities.
Appears in 1 contract
Authorization of the Offered Securities. The Offered Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such securities have been issued credited as fully paid) against payment therefor pursuant to this Agreement, will be validly issued, fully paid and non-assessable nonassessable, and free the issuance and sale of the Offered Securities is not subject to any preemptive rights, rights of first refusal and or other similar rightsrights to subscribe for or purchase the Offered Securities.
Appears in 1 contract
Samples: Underwriting Agreement (BCD Semiconductor Manufacturing LTD)
