VALIDITY OF THE SECURITIES Sample Clauses

VALIDITY OF THE SECURITIES. The Securities, when issued and transferred to the Investor in compliance with the provisions of this Agreement, will be duly authorized, validly issued and outstanding, and will constitute a binding obligation of the Company which will be legally enforceable according to the terms of the Company charter documents and documentation relating to the Securities.
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VALIDITY OF THE SECURITIES. Upon delivery in accordance with, and payment pursuant to, the terms hereof, the Securities will be duly and validly issued, fully paid and non-assessable.
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VALIDITY OF THE SECURITIES. The Purchased Shares, when issued, sold and delivered in accordance with the terms and for the consideration expressed in this Agreement, shall be duly authorized and validly issued (including, without limitation, issued in compliance with applicable federal and state securities laws assuming the accuracy of the Purchasers' representations herein), fully-paid, nonassessable, and neither the Company nor the holder thereof shall be subject to any preemptive or similar right with respect thereto.
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VALIDITY OF THE SECURITIES. Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered by this prospectus will be passed upon by Xxxxx Xxx, New York, New York. EXPERTS The financial statements of Calyxt, Inc. appearing in Calyxt, Inc.’s Annual Report (Form10-K) for the year ended December 31, 2018, have been audited by Xxxxx & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the report of Xxxxx & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.
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VALIDITY OF THE SECURITIES. The Shares are duly authorized and, when issued, delivered and paid for as set forth herein, will have been validly issued, fully paid and nonassessable and will have been issued without violation of or being subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived. The Warrants are duly authorized, and when issued, delivered and paid for as set forth herein, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be fully paid and nonassessable and will have been issued without violation of or being subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived. The Company has reserved from its duly authorized capital stock the maximum number of Common Shares issuable pursuant to this Agreement and the Warrants.
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VALIDITY OF THE SECURITIES. Unless otherwise specified in the prospectus supplement accompanying this prospectus, Xxxxxx, Xxxx & Xxxxxxxx LLP, New York, New York, will provide opinions regarding the authorization and validity of the securities for us, and certain legal matters will be passed upon for the underwriters by Xxxxx Xxxx & Xxxxxxxx LLP, New York, New York. EXPERTS The consolidated financial statements of GE as of December 31, 2012 and December 31, 2011 and for each of the years in the three-year period ended December 31, 2012, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2012 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. As discussed in Note 1 to the consolidated financial statements of GE, in 2010, GE changed its method of accounting for consolidation of variable interest entities. General Electric Company €650,000,000 Floating Rate Notes due 2020 €1,250,000,000 1.250% Notes due 2023 €1,250,000,000 1.875% Notes due 2027 PROSPECTUS SUPPLEMENT May 20, 2015 Bookrunners Barclays BNP PARIBAS BofA Xxxxxxx Xxxxx Citigroup Credit Suisse Deutsche Bank Senior Co-Managers Crédit Agricole CIB HSBC Société Générale Corporate & Investment Banking Co-Managers Banca IMI Banco Bilbao Vizcaya Argentaria, S.A. BMO Capital Markets ING Lloyds Bank Mizuho Securities MUFG Santander SMBC Nikko TD Securities The Royal Bank of Scotland UniCredit Bank
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Related to VALIDITY OF THE SECURITIES

  • Delivery of the Securities The Company shall deliver, or cause to be delivered, to Banc of America Securities LLC for the accounts of the several Initial Purchasers certificates for the Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depository, pursuant to the DTC Agreement, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers.

  • Purchase of the Securities On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

  • Terms of the Securities The Securities have the “Terms” as set out in these Issue Terms, which will complete and modify (i) the Bearer Securities Base Conditions Module, July 2016 Edition and (ii) the General Definitions Module, July 2016 Edition (the “General Definitions Module”), both of which are incorporated by reference into these Issue Terms (together, the “Conditions”) and are set out in full in the Information Memorandum.

  • Issuance of the Securities The 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 imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying 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. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

  • Title of the Securities There shall be a Series of Securities designated the “2.800% Senior Notes due 2031.”

  • Offering of the Securities (a) The Representatives will advise each Selected Dealer, in the Invitation or other written communication, of the release by the Representatives of the Securities for public offering and of the public offering price. Upon receipt of such advice, any of the Securities thereafter purchased by us pursuant to this Agreement are to be reoffered by us to the public at the public offering price, subject to the terms of this Agreement, the Invitation and the Offering Document. After the public offering of the Securities has commenced, the Representatives may change the public offering price, the selling concession and the reallowance to dealers. Except as otherwise provided herein, the Securities shall not be offered or sold by us below the public offering price before the termination of the effectiveness of this Agreement with respect to the offering of such Securities, except that a reallowance from the public offering price not in excess of the amount set forth in the Invitation may be allowed to Qualified Dealers who agree that such amount is to be retained and not re-allowed in whole or in part. “Qualified Dealers” shall be brokers or dealers (as defined in the By-Laws of the Financial Industry Regulatory Authority (“FINRA”)) actually engaged in the investment banking or securities business which make the representations and agreements contained in Section 12 hereof. “Qualified Dealers” also shall include foreign banks, dealers or institutions which make the representations and agreements contained in Section 12 hereof.

  • 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.

  • Calculations in Respect of the Securities The Company or its agents shall make all calculations under this Indenture and the Securities in good faith. In the absence of manifest error, such calculations shall be final and binding on all Holders. The Company or its agents shall provide a copy of such calculations to the Trustee as required hereunder, and the Trustee shall be entitled to rely on the accuracy of any such calculation without independent verification.

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