Common use of Authorization and Description of Shares Clause in Contracts

Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and sale pursuant to this Agreement or any Terms Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration therefor, will be validly issued and fully paid and non-assessable; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company; the Common Stock conforms to all statements relating thereto contained in the Registration Statement, 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 Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 6 contracts

Samples: Sales Agreement (Retail Opportunity Investments Partnership, LP), Sales Agreement (Retail Opportunity Investments Partnership, LP), Sales Agreement (Retail Opportunity Investments Partnership, LP)

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

Appears in 5 contracts

Samples: Sales Agreement (Retail Opportunity Investments Partnership, LP), Sales Agreement (Retail Opportunity Investments Partnership, LP), Sales Agreement (Retail Opportunity Investments Partnership, LP)

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

Appears in 4 contracts

Samples: At the Market Equity Offering Sales Agreement (Cue Biopharma, Inc.), At the Market Equity Offering Sales Agreement (Cue Biopharma, Inc.), At the Market Equity Offering Sales Agreement (Cue Biopharma, Inc.)

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

Appears in 3 contracts

Samples: Underwriting Agreement (Wintrust Financial Corp), Underwriting Agreement (Celsius Holdings, Inc.), Underwriting Agreement (Gaia, Inc)

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

Appears in 3 contracts

Samples: Underwriting Agreement (Finjan Holdings, Inc.), Underwriting Agreement (Heartland Financial Usa Inc), Underwriting Agreement (Wintrust Financial Corp)

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

Appears in 2 contracts

Samples: Equity Distribution Agreement (Prothena Corp Public LTD Co), Equity Distribution Agreement (Prothena Corp Public LTD Co)

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

Appears in 2 contracts

Samples: Open Market Sale Agreement (Senseonics, Inc), Open Market Sale Agreement (Senseonics Holdings, Inc.)

Authorization and Description of Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized and reserved for issuance and sale pursuant to this Agreement or any Terms Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration thereforconsideration, will be validly issued and fully paid and non-assessable; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company; the . 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 . No holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 2 contracts

Samples: At the Market Equity Offering Sales Agreement (MEI Pharma, Inc.), At the Market Equity Offering Sales Agreement (MEI Pharma, Inc.)

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

Appears in 1 contract

Samples: Underwriting Agreement (GAN LTD)

Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and sale by the Company pursuant to this Agreement or any Terms Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration thereforset forth in this Agreement, will be validly issued and issued, fully paid and non-assessable; assessable and the issuance of the Shares is will not be subject to the any preemptive rights, resale rights, rights of first offer or refusal or other similar rights of any securityholder of the Company; the rights. 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 . No holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 1 contract

Samples: Atm Equity Offering Sales Agreement (Safehold Inc.)

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Authorization and Description of Shares. The Shares have been duly authorized and reserved are available for issuance and sale issue to the Underwriter pursuant to this Agreement or any Terms Agreement and, when issued and delivered sold by the Company to the Underwriter pursuant to this Agreement or any Terms Agreement against payment of the consideration thereforPurchase Price set forth herein, will be validly issued and fully paid and non-assessable; and the . The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company; the Common Stock conforms . The Shares 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 in all material respects to the rights set forth in the instruments defining the same; no . No holder of Shares will be subject to personal liability solely for the obligations or liabilities of the Company by reason of being such a holder.

Appears in 1 contract

Samples: Underwriting Agreement (Realnetworks Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (DZS Inc.)

Authorization and Description of Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized and reserved for issuance and sale pursuant to this Agreement or any Terms Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration thereforconsideration, will be validly issued and fully paid and non-assessable; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company; the . 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 . No holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 1 contract

Samples: At the Market Equity Offering Sales Agreement (GTX Inc /De/)

Authorization and Description of Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized and reserved for issuance and sale pursuant to this Agreement or any Terms Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration thereforconsideration, will be validly issued and fully paid and non-assessablenon‑assessable; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company; the . 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 . No holder of Shares will be subject to personal liability solely by reason of being such a holder.

Appears in 1 contract

Samples: Capital on Demand Sales Agreement (MEI Pharma, Inc.)

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

Appears in 1 contract

Samples: Open Market Sale Agreement (Tarsus Pharmaceuticals, Inc.)

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

Appears in 1 contract

Samples: Underwriting Agreement (GAN LTD)

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