Issuance of the Securities. The Shares and Warrants are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions provided for in the Transaction Documents and applicable securities laws. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions provided for in the Transaction Documents and applicable securities laws. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Manas Petroleum Corp), Securities Purchase Agreement (Express Systems Corp), Securities Purchase Agreement (Synova Healthcare Group Inc)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock Ordinary Shares represented by the ADSs issuable pursuant to this Agreement and the Warrants.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Tauriga Sciences, Inc.), Securities Purchase Agreement (Anchiano Therapeutics Ltd.), Securities Purchase Agreement (SciSparc Ltd./Adr)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized share capital stock the maximum number of shares of Common Stock Shares issuable pursuant to this Agreement and the Warrants.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Digihost Technology Inc.), Securities Purchase Agreement (Digihost Technology Inc.), Securities Purchase Agreement (InMed Pharmaceuticals Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock Ordinary Shares issuable pursuant to this Agreement and the Warrants.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Greenland Technologies Holding Corp.), Securities Purchase Agreement (CYREN Ltd.), Securities Purchase Agreement (CYREN Ltd.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants (not taking into account the adjustment provisions of the Warrants).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Patient Safety Technologies, Inc), Securities Purchase Agreement (Patient Safety Technologies, Inc), Securities Purchase Agreement (Patient Safety Technologies, Inc)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company, other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company Company, other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Trevi Therapeutics, Inc.), Securities Purchase Agreement (Trevi Therapeutics, Inc.), Securities Purchase Agreement (Tetraphase Pharmaceuticals Inc)
Issuance of the Securities. The Shares and Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Smith Micro Software, Inc), Securities Purchase Agreement (Smith Micro Software Inc), Securities Purchase Agreement (Smith Micro Software Inc)
Issuance of the Securities. The Shares and Warrants are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions provided for in the Transaction Documents and applicable securities laws. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions provided for in the Transaction Documents and applicable securities laws. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Synova Healthcare Group Inc), Securities Purchase Agreement (Synova Healthcare Group Inc), Securities Purchase Agreement (Synova Healthcare Group Inc)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 2 contracts
Samples: Securities Purchase Agreement (NewCardio, Inc.), Security Agreement (NewCardio, Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized andauthorized. The Shares, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsTransaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Energy Focus, Inc/De), Securities Purchase Agreement (Stryve Foods, Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Metro One Telecommunications Inc), Securities Purchase Agreement (Basanite, Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized share capital stock the maximum number of shares of Common Stock Shares issuable pursuant to this Agreement and the Warrants.. 11
Appears in 2 contracts
Samples: Securities Purchase Agreement (Digihost Technology Inc.), Securities Purchase Agreement (Digihost Technology Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction DocumentsAgreements, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsAgreements. The Warrant Shares, when issued in accordance with the terms of the Transaction DocumentsWarrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsAgreements. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 2 contracts
Samples: Securities Purchase Agreement (DARA BioSciences, Inc.), Securities Purchase Agreement (DARA BioSciences, Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsWarrant.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Barfresh Food Group Inc.), Securities Purchase Agreement (Unibel)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized share capital stock the maximum a number of shares Ordinary Shares for issuance of Common Stock issuable pursuant to this Agreement and the WarrantsWarrant Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (CollPlant Holdings Ltd.), Securities Purchase Agreement (CollPlant Holdings Ltd.)
Issuance of the Securities. The Shares Notes and the Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Shares and the Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement the Notes and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Synova Healthcare Group Inc)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Subject to the Issuable Maximum, the Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (ReShape Lifesciences Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Pre-Funded Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Pre-Funded Warrants.
Appears in 1 contract
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Pre-Funded Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Apollo Endosurgery, Inc.)
Issuance of the Securities. The Shares and Warrants are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement Agreement, the Subscription Agreements and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Response Biomedical Corp)
Issuance of the Securities. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, the Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction DocumentsWarrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Lipella Pharmaceuticals Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants..
Appears in 1 contract
Samples: Securities Purchase Agreement (NeuroBo Pharmaceuticals, Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsWarrants on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Park City Group Inc)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the applicable Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock shares the maximum number of shares of Common Stock Shares issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.. Exhibit 10.1
Appears in 1 contract
Samples: Securities Purchase Agreement (Apricus Biosciences, Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsWarrants as of the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Fibrocell Science, Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions provided on transfer provide for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions provided on transfer provide for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Enveric Biosciences, Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Conversion Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and to the Warrantsfullest extent permitted under its Certificate of Incorporation.
Appears in 1 contract
Samples: Securities Purchase Agreement (Transdel Pharmaceuticals Inc)
Issuance of the Securities. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the applicable Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Searchlight Minerals Corp.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than the restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized share capital stock the maximum number of shares of Common Stock Ordinary Shares issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Samples: Form of Securities Purchase Agreement (ReWalk Robotics Ltd.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities laws. The Warrant Shares, when issued in accordance with the terms of the Transaction DocumentsWarrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Conversion Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsNotes.
Appears in 1 contract
Samples: Securities Purchase Agreement (Premier Biomedical Inc)
Issuance of the Securities. The Shares and Warrants are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Issuance of the Securities. The Shares and Warrants are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company Company, other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants, as of the date hereof.
Appears in 1 contract
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum stated number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized share capital stock the maximum number of shares of Common Stock Ordinary Shares issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Virax Biolabs Group LTD)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsWarrants as of the date hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Creative Medical Technology Holdings, Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company, other than any restrictions provided for in on transfer pursuant to the Transaction Documents and applicable securities lawsDocuments. The Warrant SharesADSs, when issued in accordance with the terms of the Transaction DocumentsWarrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company Company, other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock Ordinary Shares issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (TC BioPharm (Holdings) PLC)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Conversion Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsPreferred Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Premier Biomedical Inc)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized share capital stock the 11 4865-0154-1717 v.6 maximum number of shares of Common Stock Ordinary Shares issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Virax Biolabs Group LTD)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Common Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to available for this Agreement and the Warrants.offering
Appears in 1 contract
Samples: Securities Purchase Agreement (ESP Resources, Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in by the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in by the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock Ordinary Shares issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsWarrants (without regard to any limitation on exercise contained therein).
Appears in 1 contract
Samples: Securities Purchase Agreement (Transportation & Logistics Systems, Inc.)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Underlying Shares, when issued in accordance with the terms of the Transaction DocumentsPreferred Stock and Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock share the maximum number of shares of Common Stock Ordinary Shares issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Guardforce AI Co., LTD)
Issuance of the Securities. The Shares and Warrants Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Conversion Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsAgreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Barfresh Food Group Inc.)
Issuance of the Securities. The Shares and Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company, other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company Company, other than restrictions on transfer provided for in the Transaction Documents and applicable securities lawsDocuments. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
Appears in 1 contract
