Common use of Authorization and Description of the Shares Clause in Contracts

Authorization and Description of the Shares. The Shares have been duly authorized by the Company for issuance and sale to the 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, 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 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 (Syntroleum Corp), Syntroleum Corp

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Authorization and Description of the Shares. The Shares have been duly authorized by the Company and reserved for issuance and sale to the Underwriter pursuant to this Agreement and, when issued and delivered by the Company Trust pursuant to this Agreement or any Terms Agreement against payment of the consideration set forth herein, will be validly issued, 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 Prospectus and such description conforms, in all material respects, 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 rights, co-sale rights, rights of first refusal or other similar rights of any securityholder of the CompanyTrust.

Appears in 1 contract

Samples: Terms Agreement (Universal Health Realty Income Trust)

Authorization and Description of the Shares. The Shares have been duly authorized by the Company and reserved for issuance and sale to the Underwriter 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, issued and fully paid and non-assessable; the Common Stock conforms, in all material respects, conforms to all statements relating thereto contained in the Prospectus and such description conforms, in all material respects, 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: Equity Offeringsm Sales Agreement (Stifel Financial Corp)

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Authorization and Description of the Shares. The Shares to be purchased by the Underwriter from the Company have been duly authorized by the Company for issuance and sale to the 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, issued and fully paid and non-assessable; and the Common Stock conforms, in all material respects, conforms to all statements relating thereto contained in the Time of Sale Prospectus and in the Prospectus and such description conforms, in all material respects, 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 and will not be subject to the any preemptive or other similar rights of any securityholder of the Companyrights.

Appears in 1 contract

Samples: Underwriting Agreement (Allegiant Travel CO)

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