Common use of Authorization and Description of Shares Clause in Contracts

Authorization and Description of Shares. The Shares 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 General Disclosure Package and Prospectus and such description conforms to the rights set forth in the instruments defining the same. No holder of the Shares will be subject to personal liability by reason of being such a holder. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 4 contracts

Samples: Underwriting Agreement (Colfax CORP), Underwriting Agreement (Colfax CORP), Underwriting Agreement (BDT Capital Partners, LLC)

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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 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 in all material respects to all statements relating thereto contained in each of the General Disclosure Package and the Prospectus in all material respects and such description conforms to the rights set forth in the instruments defining Certificate of Incorporation of the same. No Company; no holder of the Shares will be subject to personal liability by reason of being such a holder. The ; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 3 contracts

Samples: Placement Agency Agreement (Bridge Bancorp Inc), Placement Agency Agreement (Valley National Bancorp), Purchase Agreement (Valley National Bancorp)

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 by the Underwriters Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth hereinin this Agreement, will be validly issued and fully paid and non-assessable. The Common Stock conforms in all material respects Shares conform to all statements relating thereto contained in the General Registration Statement, the general Disclosure Package and the Prospectus and such description conforms statements conform to the rights set forth in the instruments defining the same. No ; no holder of the Shares will be subject to personal liability by reason of being such a holder. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany or any other person or entity.

Appears in 2 contracts

Samples: Atm Equity Offering Sales Agreement (Weingarten Realty Investors /Tx/), Atm Equity Offering Sales Agreement (Weingarten Realty Investors /Tx/)

Authorization and Description of Shares. The Shares 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 Shares conform in all material respects to all statements relating thereto contained in the General Disclosure Package Registration Statement, the Time of Sale Information and Prospectus the Prospectuses and such description conforms in all material respects to the rights set forth in the instruments defining the same. No ; no holder of the Shares will be subject to personal liability solely by reason of being such a holder. The ; and the issuance of the Shares is not subject to the preemptive pre-emptive or other similar rights of any securityholder shareholder of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Gerdau Ameristeel Corp), Underwriting Agreement (Gerdau Ameristeel Corp)

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 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 in all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus in all material respects and such description conforms to the rights set forth in the instruments defining Articles of Incorporation of the same. No Company; no holder of the Shares will be subject to personal liability by reason of being such a holder. The ; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Placement Agency Agreement (Bryn Mawr Bank Corp)

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Authorization and Description of Shares. The Shares 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 in all material respects 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 ; no holder of the Shares will be subject to personal liability by reason of being such a holder. The ; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Ctpartners Executive Search LLC)

Authorization and Description of Shares. The Shares 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 Agreement, and, when issued and delivered by the Company Fund pursuant to this Agreement against payment of the consideration set forth herein, in this Agreement will be validly issued and issued, fully paid and non-assessable. The Common Stock conforms in all material respects ; the Shares 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 ; no holder of the Shares will be subject to personal liability solely by reason of being such a holder. The ; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the CompanyFund.

Appears in 1 contract

Samples: Purchase Agreement (Capital & Income Strategies Fund Inc)

Authorization and Description of Shares. The Shares 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 fully paid and non-assessable. The Common Stock conforms ; the Shares conform as to legal matters in all material respects to all statements relating thereto the description thereof contained in the General Pricing Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same. No ; no holder of the Shares will be subject to personal liability by reason of being such a holder. The ; and the issuance of the Shares is not subject to the any preemptive or other similar rights of any securityholder security holder of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Ventrus Biosciences Inc)

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