Authorization and Description of Securities. The Shares have been duly authorized for issuance and sale through or to the Distribution Managers pursuant to the Distribution Agreements or any Terms Agreement or Alternative Terms Agreement and, when issued and delivered by the Company pursuant to the provisions of the Distribution Agreements, any Terms Agreement or Alternative Terms Agreement against payment of the consideration set forth in the Distribution Agreements, will be validly issued and fully paid and non-assessable; the Common Stock conforms in all material respects to the statements relating thereto contained in the Prospectus; and the issuance of the Shares is not subject to preemptive or other similar rights of any securityholder of the Company.
Appears in 28 contracts
Samples: Equity Distribution Agreement (Ares Capital Corp), Equity Distribution Agreement (Ares Capital Corp), Equity Distribution Agreement (Ares Capital Corp)
Authorization and Description of Securities. The Shares have been duly authorized and reserved for issuance and sale through or to the Distribution Managers pursuant to the Distribution Agreements or any Terms Agreement or Alternative Terms this Agreement and, when issued and delivered by the Company pursuant to the provisions of the Distribution Agreements, any Terms this Agreement or Alternative any Terms Agreement against payment of the consideration set forth in the Distribution Agreementsherein, will be validly issued and fully paid and non-assessable; the Common Stock conforms in to all material respects to the statements relating thereto contained in the ProspectusProspectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.
Appears in 8 contracts
Samples: At the Market Equity Offering Sales Agreement (ClearPoint Neuro, Inc.), At the Market Equity Offering Sales Agreement (Kopin Corp), At the Market Equity Offering Sales Agreement (Kopin Corp)
Authorization and Description of Securities. The Shares Securities have been duly authorized for issuance and sale through or to the Distribution Managers Underwriters pursuant to the Distribution Agreements or any Terms Agreement or Alternative Terms this Agreement and, when issued and delivered by the Company pursuant to the provisions of the Distribution Agreements, any Terms Agreement or Alternative Terms this Agreement against payment of the consideration set forth in the Distribution Agreementsherein, will be validly issued and fully paid and non-assessable; the Common Stock conforms in all material respects to the all statements relating thereto contained in the ProspectusProspectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; and the issuance of the Shares Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.
Appears in 7 contracts
Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)
Authorization and Description of Securities. The Shares have been duly authorized and reserved for issuance and sale through or to the Distribution Managers pursuant to the Distribution Agreements or any Terms Agreement or Alternative Terms this Agreement and, when issued and delivered by the Company pursuant to the provisions of the Distribution Agreements, any Terms Agreement or Alternative Terms this Agreement against payment of the consideration set forth in the Distribution Agreementsherein, will be validly issued and fully paid and non-assessable; the Common Stock conforms in to all material respects to the statements relating thereto contained in the ProspectusProspectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.
Appears in 2 contracts
Samples: Controlled Equity Offering Sales Agreement (CapLease, Inc.), Sales Agreement (CapLease, Inc.)
Authorization and Description of Securities. The Shares have been duly authorized and reserved for issuance and sale through or to the Distribution Managers pursuant to the Distribution Agreements or any Terms Agreement or Alternative Terms this Agreement and, when issued and delivered by the Company pursuant to the provisions of the Distribution Agreements, any Terms this Agreement or Alternative any applicable Terms Agreement against payment of the consideration set forth in the Distribution Agreementsherein (or therein), will be validly issued and fully paid and non-assessablenon‑assessable; the Common Stock conforms in all material respects to the all statements relating thereto contained in the ProspectusProspectus and such description conforms to the rights set forth in the instruments defining the same; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.
Appears in 2 contracts
Samples: At the Market Equity Offering Sales Agreement (Viking Therapeutics, Inc.), At the Market Equity Offering Sales Agreement (Viking Therapeutics, Inc.)
Authorization and Description of Securities. The Shares Securities have been duly authorized for issuance and sale through or to by the Distribution Managers pursuant to the Distribution Agreements or any Terms Agreement or Alternative Terms Agreement Company and, when issued and delivered by the Company pursuant to the provisions of the Distribution Agreements, any Terms Agreement or Alternative Terms this Agreement against payment of the consideration set forth in the Distribution Agreementsherein, will be validly issued and issued, fully paid and non-assessable; the description of the Common Stock conforms contained in the Registration Statement, the Disclosure Package and the Prospectus is accurate in all material respects respects; no holder of the Securities will be subject to personal liability in respect of liabilities of the statements relating thereto contained in Company solely by reason of being a holder of the ProspectusSecurities; and the issuance of the Shares Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.
Appears in 2 contracts
Samples: Purchase Agreement (Pepco Holdings Inc), Purchase Agreement (Pepco Holdings Inc)
Authorization and Description of Securities. The Shares have been duly authorized and reserved for issuance and sale through or to the Distribution Managers pursuant to the Distribution Agreements or any Terms Agreement or Alternative Terms this Agreement and, when issued and delivered by the Company pursuant to the provisions of the Distribution Agreements, any Terms Agreement or Alternative Terms this Agreement against payment of the consideration set forth in the Distribution Agreementsherein, will be validly issued and fully paid and non-assessable; the Common Stock conforms in to all material respects to the statements relating thereto contained in the ProspectusProspectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to any preemptive or other similar rights of any securityholder of the Company.
Appears in 2 contracts
Samples: Sales Agreement (DryShips Inc.), Sales Agreement (DryShips Inc.)
Authorization and Description of Securities. The Shares have been duly authorized for issuance and sale through or to the Distribution Managers Manager pursuant to the Distribution Agreements Agreement or any Terms Agreement or Alternative Terms Agreement and, when issued and delivered by the Company pursuant to the provisions of the Distribution Agreements, any Terms Agreement or Alternative any Terms Agreement against payment of the consideration set forth in the Distribution AgreementsAgreement, will be validly issued and fully paid and non-assessable; the Common Stock conforms in all material respects to the statements relating thereto contained in the Prospectus; and the issuance of the Shares is not subject to preemptive or other similar rights of any securityholder of the Company.
Appears in 1 contract
Samples: Equity Distribution Agreement (Goldman Sachs BDC, Inc.)
Authorization and Description of Securities. The Shares have been duly authorized and reserved for issuance and sale through or to the Distribution Managers pursuant to the Distribution Agreements or any Terms Agreement or Alternative Terms this Agreement and, when issued and delivered by the Company pursuant to the provisions of the Distribution Agreements, any Terms this Agreement or Alternative any Terms Agreement against payment of the consideration set forth in the Distribution Agreementsherein, will be validly issued and fully paid and non-assessable; the Common Stock conforms in all material respects to the statements relating thereto description thereof contained in the ProspectusProspectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.
Appears in 1 contract
Samples: At the Market Equity Offering Sales Agreement (Ascent Solar Technologies, Inc.)