Common use of Authorization and Description of Securities Clause in Contracts

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 55 contracts

Samples: Purchase Agreement (GameFly Inc.), Purchase Agreement (RBC Bearings INC), Underwriting Agreement (Iconix Brand Group, Inc.)

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Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 19 contracts

Samples: Underwriting Agreement (QCR Holdings Inc), Underwriting Agreement (Chemical Financial Corp), Underwriting Agreement (Old Second Bancorp Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 19 contracts

Samples: Purchase Agreement (Harmonic Inc), Purchase Agreement (Sigmatel Inc), Purchase Agreement (Zymogenetics Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 11 contracts

Samples: Purchase Agreement (Republic Airways Holdings Inc), Purchase Agreement (Republic Airways Holdings Inc), Purchase Agreement (Penn National Gaming Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 10 contracts

Samples: Purchase Agreement (General Cable Corp /De/), Purchase Agreement (Skywest Inc), Purchase Agreement (Skywest Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms in all material respects to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 9 contracts

Samples: Underwriting Agreement (Western Alliance Bancorporation), Underwriting Agreement (Western Alliance Bancorporation), Underwriting Agreement (Heritage Financial Corp /Wa/)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company.

Appears in 9 contracts

Samples: Underwriting Agreement (Equity One, Inc.), Underwriting Agreement (Equity One, Inc.), Underwriting Agreement (Equity One, Inc.)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale by the Company to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 9 contracts

Samples: Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (Select Income REIT)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Fund have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company Fund pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the . The Common Stock conforms Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyFund.

Appears in 8 contracts

Samples: Purchase Agreement (Cohen & Steers Quality Income Realty Fund Inc), Purchase Agreement (Cohen & Steers Select Utility Fund Inc), Purchase Agreement (Cohen & Steers Dividend Majors Fund, Inc.)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained or incorporated by reference in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 7 contracts

Samples: Purchase Agreement (Gb&t Bancshares Inc), Purchase Agreement (Centerstate Banks of Florida Inc), Purchase Agreement (Alabama National Bancorporation)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Fund have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company Fund pursuant to this Agreement against payment of when paid for by the consideration set forth hereinUnderwriters, will be validly issued and fully paid and non-assessable; . In all material respects, the Common Stock conforms Shares conform to all statements relating thereto contained in the Prospectus and such description conforms statements conform to the rights set forth in the instruments defining the same, to the extent such rights are set forth; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyFund.

Appears in 7 contracts

Samples: Purchase Agreement (First Trust Global Credit Strategies Fund), Purchase Agreement (First Trust/Aberdeen Emerging Opportunity Fund), Purchase Agreement (First Trust/Aberdeen Global Opportunity Income Fund)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement Agreement, and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Securities conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms descriptions conform to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; holder and the issuance of the Securities is not subject to the any preemptive or other similar rights of any securityholder of the Company.

Appears in 7 contracts

Samples: Underwriting Agreement (American Capital Mortgage Investment Corp.), Underwriting Agreement (American Capital Mortgage Investment Corp.), Underwriting Agreement (American Capital Mortgage Investment Corp.)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement Agreement, and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Securities conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms descriptions conform to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; holder and the issuance of the Securities is not subject to the any preemptive or other similar rights of any securityholder security holder of the Company.

Appears in 7 contracts

Samples: Underwriting Agreement (AGNC Investment Corp.), Underwriting Agreement (AGNC Investment Corp.), Underwriting Agreement (AGNC Investment Corp.)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement Agreement, and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, herein will be validly issued and fully paid and non-assessableassessable shares of capital stock of the Company; the Common Stock conforms to all statements relating thereto description or the Securities contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability solely by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company.

Appears in 6 contracts

Samples: Underwriting Agreement (Oriental Financial Group Inc), Underwriting Agreement (Oriental Financial Group Inc), Underwriting Agreement (Oriental Financial Group Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Units, the Warrants and the Common Stock conforms conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities Units, Common Stock or Warrants will be subject to personal liability by reason of being such a holder; and the issuance of the Securities Units, Common Stock or Warrants is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 5 contracts

Samples: Underwriting Agreement (Healthcare Acquisition Partners Corp.), Underwriting Agreement (Healthcare Acquisition Partners Corp.), Underwriting Agreement (Healthcare Acquisition Partners Corp.)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Securities conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities is or will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 5 contracts

Samples: Underwriting Agreement (Navitas International CORP), Underwriting Agreement (Navitas International CORP), Underwriting Agreement (Navitas International CORP)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms in all material respects to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 5 contracts

Samples: Purchase Agreement (Archipelago Learning, Inc.), Purchase Agreement (Colfax CORP), Underwriting Agreement (Safety-Kleen, Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Shares have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms in all material respects to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities Shares will be subject to personal liability solely by reason of being such a holder; and the issuance of the Securities Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 5 contracts

Samples: Equity Distribution Agreement (Highwoods Realty LTD Partnership), Equity Distribution Agreement (Highwoods Realty LTD Partnership), Equity Distribution Agreement (Highwoods Realty LTD Partnership)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company ------------------------------------------- have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 5 contracts

Samples: Purchase Agreement (Cybersource Corp), Purchase Agreement (Ubid Inc), Purchase Agreement (Oratec Interventions Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the class of Common Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability solely by reason of being such a holder; holder and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company.

Appears in 4 contracts

Samples: Underwriting Agreement (Safe Bulkers, Inc.), Purchase Agreement (Safe Bulkers, Inc.), Purchase Agreement (Safe Bulkers, Inc.)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Shares have been duly authorized and reserved for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms in all material respects to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities Shares will be subject to personal liability solely by reason of being such a holder; and the issuance of the Securities Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 4 contracts

Samples: Atm Equity Offering Sales Agreement (Highwoods Realty LTD Partnership), Atm Equity Offering Sales Agreement (Highwoods Realty LTD Partnership), Equity Distribution Agreement (Highwoods Realty LTD Partnership)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms in all material respects to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany that have not been validly waived.

Appears in 4 contracts

Samples: Purchase Agreement (Orexigen Therapeutics, Inc.), Purchase Agreement (Orexigen Therapeutics, Inc.), Purchase Agreement (Orexigen Therapeutics, Inc.)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company.

Appears in 4 contracts

Samples: Underwriting Agreement (Great Plains Energy Inc), Underwriting Agreement (Kansas City Power & Light Co), Purchase Agreement (Mgi Pharma Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 3 contracts

Samples: Purchase Agreement (Stifel Financial Corp), Purchase Agreement (First State Bancorporation), Purchase Agreement (Darwin Professional Underwriters Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Registration Statement, General Disclosure Package and Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive preemptive, co-sale, registration, right of first refusal or other similar rights of any securityholder of the CompanyCompany or any other person.

Appears in 3 contracts

Samples: Underwriting Agreement (Cousins Properties Inc), Underwriting Agreement (Cousins Properties Inc), Underwriting Agreement (Cousins Properties Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; each of the Units, the Common Stock conforms and the Warrants conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 3 contracts

Samples: Purchase Agreement (MBF Healthcare Acquisition Corp.), Purchase Agreement (MBF Healthcare Acquisition Corp.), Underwriting Agreement (Mistral Acquisition CO)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability solely by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 3 contracts

Samples: Underwriting Agreement (Memc Electronic Materials Inc), Purchase Agreement (Imco Recycling Inc), Underwriting Agreement (Memc Electronic Materials Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Registration Statement, General Disclosure Package and Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive preemptive, co-sale, registration, right of first refusal or other similar rights of any securityholder of the CompanyCompany or any other person.

Appears in 3 contracts

Samples: Underwriting Agreement (Cousins Properties Inc), Underwriting Agreement (Cousins Properties Inc), Underwriting Agreement (Cousins Properties Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms as to legal matters in all statements relating thereto material respects to the description thereof contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany that have not been validly waived.

Appears in 3 contracts

Samples: Underwriting Agreement (Idenix Pharmaceuticals Inc), Purchase Agreement (Idenix Pharmaceuticals Inc), Underwriting Agreement (Momenta Pharmaceuticals Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 3 contracts

Samples: Purchase Agreement (Fidelity Bankshares Inc), Purchase Agreement (State National Bancshares, Inc.), Purchase Agreement (Eurobancshares Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms . The Securities conform to all statements relating thereto contained in the General Disclosure Package and Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the any preemptive or other similar rights of any securityholder of the Company.

Appears in 3 contracts

Samples: Debt Underwriting Agreement (THL Credit, Inc.), Debt Underwriting Agreement (THL Credit, Inc.), Debt Underwriting Agreement (THL Credit, Inc.)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 3 contracts

Samples: Purchase Agreement (Pxre Group LTD), Purchase Agreement (Entegris Inc), Underwriting Agreement (Pxre Group LTD)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessablenonassessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability solely by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany or any of its Subsidiaries.

Appears in 3 contracts

Samples: Purchase Agreement (Hawaiian Electric Co Inc), Purchase Agreement (Hawaiian Electric Industries Inc), Purchase Agreement (Hawaiian Electric Industries Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company will have been duly authorized for issuance and sale by the Company to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 3 contracts

Samples: Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (Select Income REIT), Underwriting Agreement (Government Properties Income Trust)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the . The Common Stock conforms to all statements relating thereto contained in the General Disclosure Package and Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the any preemptive or other similar rights of any securityholder of the Company.

Appears in 3 contracts

Samples: Underwriting Agreement (THL Credit, Inc.), Underwriting Agreement (THL Credit, Inc.), Underwriting Agreement (THL Credit, Inc.)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except for such preemptive or similar rights that have been waived in accordance with their terms and all applicable laws. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability by reason of being such a holder.

Appears in 2 contracts

Samples: Underwriting Agreement (Roka BioScience, Inc.), Underwriting Agreement (Roka BioScience, Inc.)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Registration Statement and Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (First Bancorp, Inc /ME/), Underwriting Agreement (First Defiance Financial Corp)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the description of the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Purchase Agreement (Caribou Coffee Company, Inc.), Purchase Agreement (Caribou Coffee Company, Inc.)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Ordinary Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Purchase Agreement (Enstar Group LTD), Purchase Agreement (Enstar Group LTD)

Authorization and Description of Securities. The Securities to ------------------------------------------- be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock materially conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Purchase Agreement (Poppe Tyson Inc), Purchase Agreement (Poppe Tyson Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability solely by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Purchase Agreement (Province Healthcare Co), Purchase Agreement (Adept Technology Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Metrocorp Bancshares Inc), Underwriting Agreement (Greater Atlantic Financial Corp)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Shares have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability personally liable for any debts, obligations or liabilities of the Company by reason of being such a holder; and and, the issuance and sale of the Securities Company Shares by the Company is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Purchase Agreement (Ingersoll Rand Co), Purchase Agreement (Timken Co)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms in all material respects to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (American Equity Investment Life Holding Co), Purchase Agreement (Interliant Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessablenonassessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Purchase Agreement (Lincoln Educational Services Corp), Purchase Agreement (Lincoln Educational Services Corp)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Securities conform to all statements relating thereto contained in the Prospectus Registration Statement, the General Disclosure Package, and such description conforms to the rights set forth in the instruments defining the sameProspectus; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (GNC Corp), Underwriting Agreement (GNC Corp)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Fund have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company Fund pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms . The Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same, to the extent such rights are set forth; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the CompanyFund.

Appears in 2 contracts

Samples: Underwriting Agreement (Nuveen Diversified Commodity Fund), Underwriting Agreement (Nuveen Diversified Commodity Fund)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (MetroCorp Bancshares, Inc.), Underwriting Agreement (Nara Bancorp Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the any preemptive or other similar rights of any securityholder of the Companyrights.

Appears in 2 contracts

Samples: Underwriting Agreement (Talmer Bancorp, Inc.), Underwriting Agreement (Talmer Bancorp, Inc.)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Purchase Agreement (Rue21, Inc.), Purchase Agreement (Rue21, Inc.)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company ------------------------------------------- have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Class A Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Purchase Agreement (Microstrategy Inc), Purchase Agreement (Microstrategy Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company ------------------------------------------- have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Securities conform in all material respects to all the statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Purchase Agreement (Simons Stephen W), Purchase Agreement (Turner Paul H)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; each of the Units, the Common Stock conforms and the Warrants conform in all material respects to all statements relating thereto contained in the Prospectus and such description conforms the descriptions thereof conform to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Purchase Agreement (Catalytic Capital Investment Corp), Purchase Agreement (Catalytic Capital Investment Corp)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Southside Bancshares Inc), Purchase Agreement (Summit Bank Corp)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms Shares conform, in all material respects, to all statements relating thereto contained in the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Purchase Agreement (Arch Capital Group LTD), Purchase Agreement (Arch Capital Group LTD)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Securities conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Texas Capital Bancshares Inc/Tx), Underwriting Agreement (Texas Capital Bancshares Inc/Tx)

Authorization and Description of Securities. The Securities ------------------------------------------- Common Stock to be purchased by the Underwriters from the Company have has been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; each of the Common Stock and the Rights conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the sameProspectus; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Mdu Resources Group Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Shares conform in all material respects to all the statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Ixia)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for obligations of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany that have not been validly waived by such securityholder prior to the date hereof.

Appears in 1 contract

Samples: Purchase Agreement (Replidyne Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale by the Company to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Columbia Banking System Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement Agreement, and, when issued and delivered by the Company pursuant to this Agreement Agreement, against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany arising by operation of law, under the charter or bylaws of the Company or under any agreement to which the Company is a party or by which it may be bound.

Appears in 1 contract

Samples: Purchase Agreement (Lendingtree Inc)

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Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have ----------------------------------------------- been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Shares conform to all statements relating thereto contained in the Prospectus Prospectuses and such description conforms descriptions conform to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Imagictv Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement Agreement, and, when issued and delivered by the Company pursuant to this Agreement Agreement, against payment of the consideration set forth herein, herein will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms Ordinary Shares conform, in all material respects, to all statements relating thereto contained in the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Endurance Specialty Holdings LTD)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock and Class B Common Stock conforms in all material respects to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Dicks Sporting Goods Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized by the Company for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Fuelcell Energy Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; each of the Common Stock and the Rights conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the sameProspectus; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Mdu Resources Group Inc)

Authorization and Description of Securities. The Securities ------------------------------------------- to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Brooks Automation Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement Agreement, and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, herein will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Universal Compression Holdings Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, herein will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; Company's Articles of Incorporation, no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Specialty Laboratories)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms in all material respects to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Biomarin Pharmaceutical Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Ritchie Bros Auctioneers Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities Common Stock will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities Common Stock to be purchased by the Underwriter from the Company is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Cobiz Financial Inc)

Authorization and Description of Securities. The Securities to ------------------------------------------- be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement Agreement, and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Merkert American Corp)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, the Securities will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Istar Financial Inc)

Authorization and Description of Securities. The Securities to be ------------------------------------------- purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Firstamerica Automotive Inc /De/)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; , the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the any preemptive or other similar rights right of any securityholder of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Cooperative Holdings Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Securities by the Company and the sale of the Securities by the Selling Shareholders is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Republic Banking Corp of Florida)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms statements conform to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Bally Total Fitness Holding Corp)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus Offer Documents and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Private Media Group Inc)

Authorization and Description of Securities. The Securities to ------------------------------------------- be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-non- assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Arch Coal Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth hereinissued, will be validly issued and fully paid and non-assessablenonassessable at the Closing Time; the Common Stock conforms Securities conform, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Arch Capital Group Ltd.)

Authorization and Description of Securities. The Securities Shares to ------------------------------------------- be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-non- assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights right set forth in the instruments defining the same; no holder of the Securities Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Securities Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Key Capital Corp)

Authorization and Description of Securities. The Securities to ----------------- ------------------------- be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability solely by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Pantry Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company ------------------------------------------- have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany (including, without limitation, Creative).

Appears in 1 contract

Samples: Purchase Agreement (Ubid Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement Agreement, against payment of the consideration set forth herein, herein will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Edison Schools Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, herein will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms in all material respects to all statements relating thereto contained or incorporated by reference in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Asyst Technologies Inc /Ca/)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Shares conform in all material respects to all statements relating thereto contained in the Registration Statement or the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (United National Group LTD)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained or incorporated by reference in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Ecb Bancorp Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement Agreement, and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; , no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. As of the Closing Time, the Securities will have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.

Appears in 1 contract

Samples: Purchase Agreement (Sunstone Hotel Investors Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Nara Bancorp Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Ordinary Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights granted by the Company or arising by operation of any securityholder of the CompanyIsraeli law.

Appears in 1 contract

Samples: Purchase Agreement (Precise Software Solutions LTD)

Authorization and Description of Securities. The Option Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Rhythms Net Connections Inc)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments Company's Articles of Incorporation and Bylaws defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.and

Appears in 1 contract

Samples: Purchase Agreement (Safeguard Scientifics Inc Et Al)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms Securities conform to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Texas Capital Bancshares Inc/Tx)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; the Common Stock conforms in all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Regis Corp)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; assessable to the extent permitted under the Delaware Limited Liability Company Act. The Common Stock conforms Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no . No holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Municipal Mortgage & Equity LLC)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the . The Common Stock conforms to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; , no holder of the Securities will be subject to personal liability by reason of being such a holder; , and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder stockholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Danaos Corp)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have ------------------------------------------- been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Liposcience Inc)

Authorization and Description of Securities. || The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Titan Corp)

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth hereinCompany, will be validly issued and fully paid and non-assessablenonassessable at the Closing Time; the Common Stock conforms Securities conform, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Arch Capital Group Ltd.)

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