Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and sale 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 or therein, 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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.
Appears in 4 contracts
Samples: Capital on Demand Sales Agreement (aTYR PHARMA INC), Capital on Demand Sales Agreement (aTYR PHARMA INC), Capital on Demand Sales Agreement (Tracon Pharmaceuticals, Inc.)
Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement Agreement, against payment of the consideration set forth herein or therein, will be validly issued and fully paid and non‑assessablenon-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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.
Appears in 3 contracts
Samples: At the Market Equity Offering Sales Agreement (Momenta Pharmaceuticals Inc), At the Market Equity Offering Sales Agreement (Momenta Pharmaceuticals Inc), At the Market Equity Offering Sales Agreement (Momenta Pharmaceuticals Inc)
Authorization and Description of Shares. The 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 or thereinherein, will be validly issued and issued, fully paid and non‑assessablenon-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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Wesley Jessen Visioncare Inc), Underwriting Agreement (Wesley Jessen Visioncare Inc)
Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and sale 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 or therein, will be validly issued and fully paid and non‑assessablenon-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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.
Appears in 2 contracts
Samples: At the Market Equity Offering Sales Agreement (Ra Pharmaceuticals, Inc.), At the Market Equity Offering Sales Agreement (Tracon Pharmaceuticals, Inc.)
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 Fund pursuant to this Agreement or any Terms Agreement against payment of the consideration set forth herein or thereinherein, will be validly issued and issued, fully paid and non‑assessable; the non-assessable. The Common Stock conforms to all statements relating thereto contained in 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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the CompanyFund.
Appears in 2 contracts
Samples: Atm Equity Offering Sales Agreement (Tortoise Energy Infrastructure Corp), Atm Equity Offering Sales Agreement (Tortoise Energy Infrastructure Corp)
Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and sale 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 or thereinherein, will be validly issued and fully paid and non‑assessablenon-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 Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company.
Appears in 1 contract
Samples: At the Market Equity Offering Sales Agreement (Angion Biomedica Corp.)