Authorization of the Units. The issuance of the Units to the Company in exchange for contribution of proceeds from the sale of the Securities described in the General Disclosure Package and the Prospectus has been duly authorized by the Partnership, and when issued and duly delivered against payment therefor, will be validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim created by or known to the Company or the Partnership; and the issuance of Units by the Partnership is not subject to preemptive or other similar rights arising by operation of law under the organizational documents of the Partnership or under any agreement to which the Partnership is a party.
Authorization of the Units. The Units to be purchased by the Underwriters from the Trust have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Trust to the Underwriters pursuant to this Agreement on the Closing Date or any Additional Closing Date, will be validly issued, fully paid and non-assessable in accordance with the Trust Agreement, and the issuance of the Units will not be subject to any preemptive or similar rights.
Authorization of the Units. The Units to be purchased by the Underwriters from the Partnership have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). Except as required by the Delaware LP Act, no holder of Units will be subject to personal liability by reason of being such a holder.
Authorization of the Units. The Company has authorized (i) the sale and issuance of the Units and (ii) the issuance of such Class A Common Units of the Company as are to be issued upon conversion of the Units (the “Conversion Units”). The Units and the Conversion Units shall have the rights, restrictions, privileges and preferences as set forth in the LLC Agreement.
Authorization of the Units. The Company has authorized the issuance -------------------------- and sale of up to ten million (10,000,000) units (the "Units"), each Unit consisting of one share of the Company's Common Stock, par value $.01 per share (the "Common Stock") and a warrant to purchase one-tenth share of the Company's Common Stock (the "Warrant") in the form attached hereto as Exhibit 1.1.
Authorization of the Units. The Units to be purchased by the Managers from the Partnership, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be duly authorized, validly issued and fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such nonassessability may be affected by Sections 17‑303, 17‑607 and 17-804 of the Delaware LP Act). Except as required by the Delaware LP Act, no holder of Units will be subject to personal liability by reason of being such a holder.
Authorization of the Units. The offer and sale of the Units has been duly authorized by the Partnership and the Units constitute valid limited partnership interests in the Partnership which conform to the description thereof contained in the Prospectus.
Authorization of the Units. The Company has authorized, and hereby ratifies such authorization by execution hereof, the issuance and sale to the Purchaser of an aggregate of up to 1,120,550 Common Units and up to 22,870 General Partnership Units.
Authorization of the Units. The Company has authorized the issuance and sale of 500,000 Units (the "Units"), each Unit consisting of one share of Series B Convertible Preferred Stock which has the rights, preferences and obligations as set forth in the Certificate of Designation of Series B Convertible Preferred Stock attached hereto as Exhibit A (the "Series B Stock"), and three common stock purchase warrants (the "Warrants") which are in substantially the form of Exhibit B. The Series B Stock, Warrants and shares of the Company's common stock issuable upon conversion of the Series B Stock and the exercise of the Warrants (the "Common Stock") are sometimes referred to herein as the "Securities."
Authorization of the Units. At the Firm Closing Date and any Option Closing Date, the Firm Units and the Additional Units, as the case may be, and the limited liability company interests represented thereby will be duly authorized by the Company LLC Agreement and will be validly issued, fully paid (to the extent required under the Company LLC Agreement) and non-assessable (except as such non-assessability may be affected by Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands LLC Act and except as may otherwise be provided in the Company LLC Agreement).
