A uthorization of Placement Shares Sample Clauses

A uthorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim (other than any pledge, lien, encumbrance, security interest or other claim arising from an act or omission of the Agent or a purchaser), including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectus.
Sample 1
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Related to A uthorization of Placement Shares

  • Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

  • Authorization of Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

  • Authorization of Services a. The Contractor and its subcontractors shall have in place, and follow, written authorization policies and procedures.

  • Registration of Notes The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

  • AUTHORIZATION AND ACKNOWLEDGEMENT I authorize Xxxxx Management to obtain reports from any consumer or criminal record reporting agencies before, during, and after tenancy on matters relating to my Application and Lease with Xxxxx Management and to verify, by all available means, the information in this Application, including criminal background information, income and housing history, and other information reported by any state or federal agency (ex: Social Security Administration). I understand that this authorization cannot be used to obtain any information about me that is not pertinent to my eligibility and continued participation as a qualified applicant or resident.

  • Absence Without Authorization A. Absence without authorization for three (3) consecutive working days shall be considered an automatic resignation.

  • Registration and Registration of Transfer of Residual Certificates (a) Xxxxxx Mae shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Xxx shall provide for the registration of the Residual Certificates and the registration of transfers of the Residual Certificates. Xxxxxx Mae hereby initially appoints State Street Bank and Trust Company at its Corporate Trust Office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificates and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Xxx shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be.

  • ASSIGNMENT OF AGREEMENT OR SALE OF INTERESTS Concessionaire shall not assign this Agreement or sell controlling interest in the Concession without prior written approval from Department. Any attempt to assign or sell controlling interest without prior written approval from Department shall be a material breach of this Agreement, subject to Suspension of Operations and/or Termination in accordance with the terms and conditions set forth in Paragraphs 9 and 10.

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

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