Authorization and Description of the Securities. the Manager’s Private Placement Shares, the Unit Shares, the Warrant Securities and the Warrant Shares. The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement, the Manager’s Private Placement Shares have been duly authorized for issuance to the Deferred Compensation Plan pursuant to the Securities Purchase Agreement and the Unit Shares and the Warrant Securities have been duly authorized for issuance and sale to the Certain Accredited Investors pursuant to the Unit Purchase Agreements; and, when (A) the Securities have been issued and delivered by the Company to the Underwriters pursuant to this Agreement against payment of the consideration set forth herein, (B) the Manager’s Private Placement Shares have been issued and delivered by the Company to the Deferred Compensation Plan pursuant to the Securities Purchase Agreement against payment of the consideration set forth therein, and (C) the Unit Shares and the Warrant Securities have been issued and delivered by the Company to the Certain Accredited Investors pursuant to the Unit Purchase Agreements against payment of the consideration set forth therein, such Securities, Manager’s Private Placement Shares, Unit Shares and Warrant Securities will be validly issued and fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and will be registered pursuant to Section 12 of the Securities Exchange Act of 1934 Act, as amended (the “1934 Act”); all outstanding shares of capital stock of the Company, including the Securities, the Manager’s Private Placement Shares, the Units (consisting of the Unit Shares and the Warrant Securities), will have been, or will be, offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws); the Common Stock, the Units and the Warrant Securities conform 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 the Securities, the Manager’s Private Placement Shares, the Units, the Unit Shares and the Warrant Securities will be subject to personal liability by reason of being a holder of the capital stock of the Company; the issuance of the Securities, the Manager’s Private Placement Shares, the Units, the Unit Shares and the Warrant Securities is not subject to the preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of the Company; and the Warrant Shares, issuable upon exercise of the Warrant Securities, have been duly and validly authorized and reserved for issuance upon such exercise by all necessary corporate action and such Warrant Shares, when issued upon such exercise, will be duly and validly issued and will be fully paid and non-assessable, and the issuance of such Warrant Shares upon such exercise will not be subject to preemptive or other similar rights.
Appears in 1 contract
Samples: Underwriting Agreement (Western Asset Mortgage Capital Corp)
Authorization and Description of the Securities. the Manager’s Private Placement Shares, the Unit Shares, the Warrant Securities and the Warrant Shares. The Securities have Preferred Stock has been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement, the Manager’s Private Placement Shares have been duly authorized for issuance to the Deferred Compensation Plan pursuant to the Securities Purchase Agreement and the Unit Shares and the Warrant Securities have been duly authorized for issuance and sale to the Certain Accredited Investors pursuant to the Unit Purchase Agreements; and, when (A) the Securities have been issued and delivered by the Company to the Underwriters Underwriter pursuant to this Agreement against payment of the consideration set forth hereinand, (B) the Manager’s Private Placement Shares have been issued when issued, delivered and delivered by the Company to the Deferred Compensation Plan pursuant to the Securities Purchase paid for in accordance with this Agreement against payment of the consideration set forth therein, and (C) the Unit Shares and the Warrant Securities have been issued and delivered by the Company to the Certain Accredited Investors pursuant to the Unit Purchase Agreements against payment of the consideration set forth thereinDeposit Agreement, such Securities, Manager’s Private Placement Shares, Unit Shares and Warrant Securities will be validly issued and issued, fully paid and non-assessablenonassessable, free and clear of any security interest, mortgage, pledge, lien, encumbrance, security interest claim or other claimequity, and will be registered pursuant not have been issued in violation of or subject to Section 12 any preemptive or similar right. Prior to the Closing Date, the Certificate of Designation for the Preferred Stock will have been duly filed with the Department of Licensing and Regulatory Affairs of the Securities Exchange Act State of 1934 Michigan. The Preferred Stock shall comply with the requirements of the Michigan Business Corporation Act, the Company’s Articles of Incorporation, as amended supplemented by the Certificate of Designation with respect to the Preferred Stock (collectively, the “1934 ActCharter”) and the Company’s Amended and Restated Bylaws (“Bylaws”) and the rules of the Nasdaq Global Select Market (“NASDAQ”); all outstanding shares of capital stock of the Company, including the Securities, the Manager’s Private Placement Shares, the Units (consisting of the Unit Shares and the Warrant Securities), will have been, or will be, offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws); the Common Stock, the Units and the Warrant . The Securities conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and such description conforms statements conform in all material respects to the rights set forth in the instruments defining the same; no holder . The deposit of the Securities, the Manager’s Private Placement Shares, the Units, the Unit Shares and the Warrant Securities will be subject to personal liability by reason of being a holder Preferred Stock in respect of the capital stock Depositary Shares by the Company in accordance with the Deposit Agreement has been duly authorized and, assuming the Deposit Agreement is the valid and legally binding obligation of the Company; the issuance of the Securities, the Manager’s Private Placement Shares, the Units, the Unit Shares and the Warrant Securities is not subject to the preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of the Company; and the Warrant Shares, issuable upon exercise of the Warrant Securities, have been duly and validly authorized and reserved for issuance upon such exercise by all necessary corporate action and such Warrant SharesDepositary, when issued and delivered against payment therefor in the form of Depositary Receipts in accordance with this Agreement and the Deposit Agreement, and upon such exercisethe deposit of the Preferred Stock in accordance with the Deposit Agreement, will be duly and validly issued and will entitle the persons in whose names the Depositary Receipts are registered to the rights specified in the Deposit Agreement and the Depositary Receipts, except as such enforceability may be fully paid limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and non-assessablesimilar laws of general applicability relating to, or affecting, the rights of creditors of corporations, including laws relating to conservatorship and receivership of insured depository institutions, and the issuance of such Warrant Shares upon such exercise will not be subject to preemptive general equity principles or other similar rights, and except as rights to indemnity or contribution may be limited by federal or state securities law or the public policy underlying such laws.
Appears in 1 contract
Authorization and Description of the Securities. the Manager’s Private Placement Shares, the Unit Shares, the Warrant Securities and the Warrant Shares. The Securities have been fully authorized according to the following terms:
(i) The Preferred Stock has been duly authorized for issuance and sale to the Underwriters pursuant to this AgreementAgreement by the Company and, at the Manager’s Private Placement Shares Closing Time, will have been duly authorized for issuance to executed by the Deferred Compensation Plan pursuant to the Securities Purchase Agreement and the Unit Shares and the Warrant Securities have been duly authorized for issuance and sale to the Certain Accredited Investors pursuant to the Unit Purchase Agreements; Company and, when (A) issued, delivered and paid for in accordance with the Securities have been issued and delivered by the Company to the Underwriters pursuant to this Agreement against payment of the consideration set forth hereinOperative Agreements, (B) the Manager’s Private Placement Shares have been issued and delivered by the Company to the Deferred Compensation Plan pursuant to the Securities Purchase Agreement against payment of the consideration set forth therein, and (C) the Unit Shares and the Warrant Securities have been issued and delivered by the Company to the Certain Accredited Investors pursuant to the Unit Purchase Agreements against payment of the consideration set forth therein, such Securities, Manager’s Private Placement Shares, Unit Shares and Warrant Securities will be validly issued and issued, fully paid and non-assessablenonassessable, free and clear of any security interest, mortgage, pledge, lien, encumbrance, security interest claim or other claimequity, and will be registered pursuant to Section 12 not have been issued in violation of the Securities Exchange Act of 1934 Act, as amended (the “1934 Act”); all outstanding shares of capital stock of the Company, including the Securities, the Manager’s Private Placement Shares, the Units (consisting of the Unit Shares and the Warrant Securities), will have been, or will be, offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws); the Common Stock, the Units and the Warrant Securities conform 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 the Securities, the Manager’s Private Placement Shares, the Units, the Unit Shares and the Warrant Securities will be subject to personal liability by reason of being a holder of the capital stock of the Company; the issuance of the Securities, the Manager’s Private Placement Shares, the Units, the Unit any preemptive or similar right;
(ii) The Depositary Shares and the Warrant Securities is not subject to the preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of the Company; and the Warrant Shares, issuable upon exercise of the Warrant Securities, have been duly and validly authorized and reserved for issuance upon such exercise by all necessary corporate action and such Warrant Sharesand, when issued and delivered against payment therefor in the form of Depositary Receipts in accordance with the Operative Agreements, and upon such exercisedeposit of the Preferred Stock in accordance with the Deposit Agreement, will be duly and validly issued and will be fully paid and non-assessable, entitle the holders of the Depositary Shares to the right specified in the Deposit Agreement and the issuance Depositary Receipts.
(iii) Prior to the Closing Time, the Certificate of such Warrant Shares upon such exercise Designation for the Preferred Stock (the “Certificate of Designation”) will not be subject to preemptive or other similar rightshave been duly filed with the Secretary of State of the State of Delaware. The Preferred Stock shall comply with the requirements of the General Corporation Law of the State of Delaware, the Company’s Certificate of Incorporation, as supplemented by the Certificate of Designation and the Company’s Amended and Restated Bylaws.
Appears in 1 contract
Authorization and Description of the Securities. the Manager’s Private Placement Shares, the Unit Shares, the Warrant Securities and the Warrant Shares. The Securities have Preferred Stock has been duly authorized for issuance and sale to the Underwriters pursuant to this AgreementAgreement and, the Manager’s Private Placement Shares have been duly authorized when issued, delivered and paid for issuance to the Deferred Compensation Plan pursuant to the Securities Purchase in accordance with this Agreement and the Unit Shares and the Warrant Securities have been duly authorized for issuance and sale to the Certain Accredited Investors pursuant to the Unit Purchase Agreements; andDeposit Agreement, when (A) the Securities have been issued and delivered by the Company to the Underwriters pursuant to this Agreement against payment of the consideration set forth herein, (B) the Manager’s Private Placement Shares have been issued and delivered by the Company to the Deferred Compensation Plan pursuant to the Securities Purchase Agreement against payment of the consideration set forth therein, and (C) the Unit Shares and the Warrant Securities have been issued and delivered by the Company to the Certain Accredited Investors pursuant to the Unit Purchase Agreements against payment of the consideration set forth therein, such Securities, Manager’s Private Placement Shares, Unit Shares and Warrant Securities will be validly issued and issued, fully paid and non-assessablenonassessable, free and clear of any security interest, mortgage, pledge, lien, encumbrance, security interest claim or other claimequity, and will be registered pursuant not have been issued in violation of or subject to Section 12 any preemptive or similar right. Prior to the Closing Date, the Certificate of Designation for the Preferred Stock will have been duly filed with the Secretary of State of the Securities Exchange Act State of 1934 ActDelaware. The Preferred Stock shall comply with the requirements of the General Corporation Law of the State of Delaware, the Company’s Restated Certificate of Incorporation, as amended amended, as supplemented by the Certificate of Designations with respect to the Preferred Stock (collectively, the “1934 ActCharter”) and the Company’s Amended and Restated Bylaws (“Bylaws”); all outstanding shares of capital stock of the Company, including the Securities, the Manager’s Private Placement Shares, the Units (consisting of the Unit Shares and the Warrant Securities), will have been, or will be, offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws); the Common Stock, the Units and the Warrant . The Securities conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and such description conforms statements conform to the rights set forth in the instruments defining the same; no holder of the Securities, the Manager’s Private Placement Shares, the Units, the Unit . The Depositary Shares and the Warrant Securities will be subject to personal liability by reason of being a holder of the capital stock of the Company; the issuance of the Securities, the Manager’s Private Placement Shares, the Units, the Unit Shares and the Warrant Securities is not subject to the preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of the Company; and the Warrant Shares, issuable upon exercise of the Warrant Securities, have been duly and validly authorized and reserved for issuance upon such exercise by all necessary corporate action and such Warrant Sharesand, when issued and delivered against payment therefor in the form of Depositary Receipts in accordance with this Agreement and the Deposit Agreement, and upon such exercisethe deposit of the Preferred Stock in accordance with the Deposit Agreement, will be duly and validly issued and will be fully paid and non-assessable, entitle the holders of the Depositary Shares to the rights specified in the Deposit Agreement and the issuance of such Warrant Shares upon such exercise will not be subject to preemptive or other similar rightsDepositary Receipts.
Appears in 1 contract
Samples: Underwriting Agreement (First Citizens Bancshares Inc /De/)
Authorization and Description of the Securities. the Manager’s Private Placement Shares, the Unit Shares, the Warrant Securities and the Warrant Shares. The Securities have Preferred Stock has been duly authorized for issuance and sale to the Underwriters pursuant to this AgreementAgreement and, the Manager’s Private Placement Shares have been duly authorized when issued, delivered and paid for issuance to the Deferred Compensation Plan pursuant to the Securities Purchase in accordance with this Agreement and the Unit Shares and the Warrant Securities have been duly authorized for issuance and sale to the Certain Accredited Investors pursuant to the Unit Purchase Agreements; andDeposit Agreement, when (A) the Securities have been issued and delivered by the Company to the Underwriters pursuant to this Agreement against payment of the consideration set forth herein, (B) the Manager’s Private Placement Shares have been issued and delivered by the Company to the Deferred Compensation Plan pursuant to the Securities Purchase Agreement against payment of the consideration set forth therein, and (C) the Unit Shares and the Warrant Securities have been issued and delivered by the Company to the Certain Accredited Investors pursuant to the Unit Purchase Agreements against payment of the consideration set forth therein, such Securities, Manager’s Private Placement Shares, Unit Shares and Warrant Securities will be validly issued and issued, fully paid and non-assessable, free and clear of any security interest, mortgage, pledge, lien, encumbrance, security interest claim or other claimequity, and will be registered pursuant not have been issued in violation of or subject to Section 12 any preemptive or similar right. Prior to the Closing Date, the Certificate of Designation for the Securities Exchange Act of 1934 Act, as amended Preferred Stock (the “1934 Certificate of Designation”) will have been duly filed with the State of New Jersey Division of Revenue. The Preferred Stock shall comply with the requirements of the New Jersey Business Corporations Act, the Company’s Certificate of Incorporation, as amended, as supplemented by the Certificate of Designation with respect to the Preferred Stock (collectively, the “Charter”); all outstanding shares of capital stock , the Company’s Bylaws (“Bylaws”) and the rules of the Company, including the Securities, the Manager’s Private Placement Shares, the Units Nasdaq Global Select Market (consisting of the Unit Shares and the Warrant Securities“Nasdaq”), will have been, or will be, offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws); the Common Stock, the Units and the Warrant . The Securities conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and such description conforms statements conform in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities, the Manager’s Private Placement Shares, the Units, the Unit . The Depositary Shares and the Warrant Securities will be subject to personal liability by reason of being a holder of the capital stock of the Company; the issuance of the Securities, the Manager’s Private Placement Shares, the Units, the Unit Shares and the Warrant Securities is not subject to the preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of the Company; and the Warrant Shares, issuable upon exercise of the Warrant Securities, have been duly and validly authorized and reserved for issuance upon such exercise by all necessary corporate action and such Warrant Sharesand, when issued and delivered against payment therefor in the form of Depositary Receipts in accordance with this Agreement and the Deposit Agreement, and upon such exercisethe deposit of the Preferred Stock in accordance with the Deposit Agreement, will be duly and validly issued and will be fully paid and non-assessable, entitle the holders of the Depositary Shares to the rights specified in the Deposit Agreement and the issuance of such Warrant Shares upon such exercise will not be subject to preemptive or other similar rightsDepositary Receipts.
Appears in 1 contract
Authorization and Description of the Securities. the Manager’s Private Placement Shares, the Unit Shares, the Warrant Securities and the Warrant Shares. The Securities have Preferred Stock has been duly authorized for issuance and sale to the Underwriters pursuant to this AgreementAgreement and, the Manager’s Private Placement Shares have been duly authorized when issued, delivered and paid for issuance to the Deferred Compensation Plan pursuant to the Securities Purchase in accordance with this Agreement and the Unit Shares and the Warrant Securities have been duly authorized for issuance and sale to the Certain Accredited Investors pursuant to the Unit Purchase Agreements; andDeposit Agreement, when (A) the Securities have been issued and delivered by the Company to the Underwriters pursuant to this Agreement against payment of the consideration set forth herein, (B) the Manager’s Private Placement Shares have been issued and delivered by the Company to the Deferred Compensation Plan pursuant to the Securities Purchase Agreement against payment of the consideration set forth therein, and (C) the Unit Shares and the Warrant Securities have been issued and delivered by the Company to the Certain Accredited Investors pursuant to the Unit Purchase Agreements against payment of the consideration set forth therein, such Securities, Manager’s Private Placement Shares, Unit Shares and Warrant Securities will be validly issued and issued, fully paid and non-assessable, free and clear of any security interest, mortgage, pledge, lien, encumbrance, security interest claim or other claimequity, and will be registered pursuant not have been issued in violation of or subject to Section 12 any preemptive or similar right. Prior to the Closing Date, the Certificate of Designation for the Securities Exchange Act of 1934 Act, as amended Preferred Stock (the “1934 ActCertificate of Designation”) will have been duly filed with the Secretary of State of the State of Delaware. The Preferred Stock shall comply with the requirements of the General Corporation Law of the State of Delaware, the Company’s Certificate of Incorporation, as amended, as supplemented by the Certificate of Designation with respect to the Preferred Stock (collectively, the “Charter”); all outstanding shares of capital stock , the Company’s Bylaws (“Bylaws”) and the rules of the Company, including the Securities, the Manager’s Private Placement Shares, the Units Nasdaq Global Select Market (consisting of the Unit Shares and the Warrant Securities“Nasdaq”), will have been, or will be, offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws); the Common Stock, the Units and the Warrant . The Securities conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and such description conforms statements conform in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities, the Manager’s Private Placement Shares, the Units, the Unit . The Depositary Shares and the Warrant Securities will be subject to personal liability by reason of being a holder of the capital stock of the Company; the issuance of the Securities, the Manager’s Private Placement Shares, the Units, the Unit Shares and the Warrant Securities is not subject to the preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of the Company; and the Warrant Shares, issuable upon exercise of the Warrant Securities, have been duly and validly authorized and reserved for issuance upon such exercise by all necessary corporate action and such Warrant Sharesand, when issued and delivered against payment therefor in the form of Depositary Receipts in accordance with this Agreement and the Deposit Agreement, and upon such exercisethe deposit of the Preferred Stock in accordance with the Deposit Agreement, will be duly and validly issued and will be fully paid and non-assessable, entitle the holders of the Depositary Shares to the rights specified in the Deposit Agreement and the issuance of such Warrant Shares upon such exercise will not be subject to preemptive or other similar rightsDepositary Receipts.
Appears in 1 contract
Samples: Underwriting Agreement (Heartland Financial Usa Inc)
Authorization and Description of the Securities. the Manager’s Private Placement Shares, the Unit Shares, the Warrant Securities and the Warrant Shares. The Securities have Preferred Stock has been duly authorized for issuance and sale to the Underwriters pursuant to this AgreementAgreement and, the Manager’s Private Placement Shares have been duly authorized when issued, delivered and paid for issuance to the Deferred Compensation Plan pursuant to the Securities Purchase in accordance with this Agreement and the Unit Shares and the Warrant Securities have been duly authorized for issuance and sale to the Certain Accredited Investors pursuant to the Unit Purchase Agreements; andDeposit Agreement, when (A) the Securities have been issued and delivered by the Company to the Underwriters pursuant to this Agreement against payment of the consideration set forth herein, (B) the Manager’s Private Placement Shares have been issued and delivered by the Company to the Deferred Compensation Plan pursuant to the Securities Purchase Agreement against payment of the consideration set forth therein, and (C) the Unit Shares and the Warrant Securities have been issued and delivered by the Company to the Certain Accredited Investors pursuant to the Unit Purchase Agreements against payment of the consideration set forth therein, such Securities, Manager’s Private Placement Shares, Unit Shares and Warrant Securities will be validly issued and issued, fully paid and non-assessablenonassessable, free and clear of any security interest, mortgage, pledge, lien, encumbrance, security interest claim or other claimequity, and will be registered pursuant not have been issued in violation of or subject to Section 12 any preemptive or similar right. Prior to the Closing Date, the Statement of Designation for the Preferred Stock will have been duly filed with the Secretary of State of the Securities Exchange Act State of 1934 Minnesota. The Preferred Stock shall comply with the requirements of the Minnesota Business Corporation Act, as amended amended, the Company’s Second Amended and Restated Articles of Incorporation, as supplemented by the Statement of Designation with respect to the Preferred Stock (collectively, the “1934 ActCharter”) and the Company’s Amended and Restated Bylaws (“Bylaws”) and the rules of The Nasdaq Capital Market (“NASDAQ”); all outstanding shares of capital stock of the Company, including the Securities, the Manager’s Private Placement Shares, the Units (consisting of the Unit Shares and the Warrant Securities), will have been, or will be, offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws); the Common Stock, the Units and the Warrant . The Securities conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and such description conforms statements conform in all material respects to the rights set forth in the instruments defining the same; no holder . The deposit of the Securities, the Manager’s Private Placement Shares, the Units, the Unit Shares and the Warrant Securities will be subject to personal liability by reason of being a holder Preferred Stock in respect of the capital stock Depositary Shares by the Company in accordance with the Deposit Agreement has been duly authorized and, assuming the Deposit Agreement is the valid and legally binding obligation of the Company; the issuance of the Securities, the Manager’s Private Placement Shares, the Units, the Unit Shares and the Warrant Securities is not subject to the preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of the Company; and the Warrant Shares, issuable upon exercise of the Warrant Securities, have been duly and validly authorized and reserved for issuance upon such exercise by all necessary corporate action and such Warrant SharesDepositary, when issued and delivered against payment therefor in the form of Depositary Receipts in accordance with this Agreement and the Deposit Agreement, and upon such exercisethe deposit of the Preferred Stock in accordance with the Deposit Agreement, will be duly and validly issued and will entitle the persons in whose names the Depositary Receipts are registered to the rights specified in the Deposit Agreement and the Depositary Receipts, except as such enforceability may be fully paid limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and non-assessablesimilar laws of general applicability relating to, or affecting, the rights of creditors of corporations, including laws relating to conservatorship and receivership of insured depository institutions, and the issuance of such Warrant Shares upon such exercise will not be subject to preemptive general equity principles or other similar rights, and except as rights to indemnity or contribution may be limited by federal or state securities law or the public policy underlying such laws.
Appears in 1 contract
Samples: Underwriting Agreement (Bridgewater Bancshares Inc)