Authorization and Issuance of Capital Stock. The authorization, ------------------------------------------- issuance, sale and delivery of the Series F Preferred Stock pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of the Common Stock issuable upon conversion of the Series F Preferred Stock issued pursuant to this Agreement (the "Conversion Shares") have been duly authorized ----------------- by all requisite corporate action on the part of the Company, and when issued, sold and delivered in accordance with this Agreement, the Series F Preferred Stock and the Conversion Shares will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free and clear of any Encumbrances, other than Encumbrances under the Documents and those, if any, arising as a result of actions taken by any of the Investors or any of the Additional Investors, and, except as set forth in the Shareholders' Agreement, not subject to preemptive or similar rights of the stockholders of the Company or others. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of any series of Preferred Stock of the Company are as stated in the Company's Restated Certificate and the Documents. The Consent and Waiver (regarding, among other things, pre-emptive rights) in the form provided by Xxxxxxx has been signed by the listed signatories thereto and delivered to the Company.
Authorization and Issuance of Capital Stock. The authorization, issuance, sale and delivery of the Series A Preferred Stock and the Warrants pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of the shares of Series A Preferred Stock, the Warrants, the Conversion Shares and the Warrant Shares have been duly authorized by all requisite corporate action on the part of the Company, and when issued, sold and delivered in accordance with this Agreement and/or any Ancillary Document, the Series A Preferred Stock, the Warrants, the Conversion Shares and the Warrant Shares will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free and clear of any Encumbrances, other than Encumbrances, if any, arising as a result of actions taken by the Purchaser. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of any series of Preferred Stock of the Company are as stated in the Certificate of Incorporation. All stockholder approval required to consummate the transaction contemplated hereunder and under the Ancillary Documents has been received. The Board has unanimously approved the transactions contemplated hereby for the purposes of Section 203 of the General Corporation Law of the State of Delaware pursuant to Section 203(a)(1) thereof (and the Company shall deliver to the Purchaser an officer’s certificate certifying as to the Company’s compliance with the conditions set forth in this sentence of Section 2.4, in the form of the officers certificate attached hereto in Schedule 2.4, and attach a copy of the written consent of all members of the Board or minutes of a meeting of the Board authorizing and approving this Agreement and the actions and agreements contemplated hereby). The Company has reserved a sufficient number of shares of (i) Common Stock for issuance upon conversion or exercise of the Series A Preferred Stock and the Warrants, respectively, (ii) Common Stock for the issuance of dividends on the Series A Preferred Stock pursuant to the Certificate of Designation, and (iii) Common Stock for issuance upon conversion or exercise of all other Common Stock Equivalents outstanding on the date hereof. The shares of Common Stock issuable upon the conversion of the Series A Preferred Stock issued or issuable to the Purchaser hereunder or under any Ancillary Document shall be referred to c...
Authorization and Issuance of Capital Stock. The authorization, issuance, sale and delivery of the Shares pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of the Conversion Shares have been duly authorized by all requisite corporate action on the part of Tower, and when issued, sold and delivered in accordance with this Agreement, the Shares and the Conversion Shares will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, will have been issued in compliance with the Securities Act and applicable state securities and "blue sky" laws, and will be free of any Liens and not subject to preemptive or similar rights of the stockholders of Tower or others.
Authorization and Issuance of Capital Stock. The authorization, issuance, sale and delivery of the Preference Stock pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of the Warrants and the Conversion Shares have been or will be duly authorized by all requisite corporate action on the part of the Corporation, and when and if issued, sold and delivered in accordance with this Agreement, the Preference Stock will be, and when issued and delivered in accordance with the Certificate of Designation, the Warrants and the Conversion Shares will be, validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free of any Encumbrances and not subject to preemptive or similar rights of the stockholders of the Corporation or others. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of Preference Stock are as stated in the Certificate of Designation and the Certificate of Incorporation.
Authorization and Issuance of Capital Stock. The authorization, issuance, sale and delivery of the FFH Shares pursuant to this Agreement have been duly authorized by all requisite corporate action on the part of the Company, and the FFH Shares, when issued, sold and delivered in accordance with this Agreement will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free of any Encumbrances (defined herein) and not subject to preemptive or similar rights of the stockholders of the Company or other rights, in each case created by the Company. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of the FFH Shares are as stated in the Certificate of Incorporation, this Agreement and the other Documents.
Authorization and Issuance of Capital Stock. The authorization, issuance, sale and delivery of the Series A Shares pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of the Conversion Shares have been duly authorized by all requisite corporate action on the part of the Company, and the Series A Shares, when issued, sold and delivered in accordance with this Agreement, and the Conversion Shares, when issued and delivered in accordance with the Series A Certificate of Designation, will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free of any Encumbrances (defined herein) and not subject to preemptive or similar rights of the stockholders of the Company or other rights, in each case created by the Company. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of the Series A Shares are as stated in the Certificate of Incorporation, the Series A Certificate of Designation, this Agreement and the other Documents.
Authorization and Issuance of Capital Stock. The authorization, issuance, sale and delivery of the Series D Preferred Stock and the Warrants pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of the shares of Series D Preferred Stock, the Warrants, the Conversion Shares and the Warrant Shares have been duly authorized by all requisite corporate action on the part of the Company, and when issued, sold and delivered in accordance with this Agreement and/or any Ancillary Document, the Series D Preferred Stock, the Warrants, the Conversion Shares and the Warrant Shares will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free and clear of any Encumbrances, other than Encumbrances, if any, arising as a result of actions taken by the Purchasers. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of any series of Preferred Stock of the Company are as stated in the Certificate of Incorporation. No stockholder approval is required to consummate the transaction contemplated hereunder and under the Ancillary Documents. The Board has unanimously approved the transactions contemplated hereby for the purposes of Section 203 of the General Corporation Law of the State
Authorization and Issuance of Capital Stock. The authorization, issuance, sale and delivery of the Series A Preferred Stock pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of the Conversion Shares have been duly authorized by all requisite corporate action on the part of the
Authorization and Issuance of Capital Stock. (i) As of the Effective Time, the 1000 shares of Preferred Stock will be duly authorized and issued and will be owned of record by Chemfab; will be fully paid non- assessable; and the Preferred Stock will have the rights and preferences set forth in the Revised Charter.
(ii) As of the time immediately prior to the Effective Time, the Class A Common Stock will be duly authorized and issued and be owned of record, respectively, as follows: 447 shares --Chemfab; 553 shares -- Taiyo; and all such shares will be fully paid and non-assessable.
Authorization and Issuance of Capital Stock. Borrower has authorized: (a) the issuance of the Warrant and the certificate evidencing such Warrant; and (b) the issuance of such number of shares of Common Stock as shall be necessary to permit Borrower to comply with its obligations to issue the shares of Common Stock required by the Warrant.
