Authorization and Issuance of the Securities Sample Clauses

Authorization and Issuance of the Securities. Subject to the terms and conditions of this Agreement, the Company has authorized the issuance and delivery to the Purchaser of 1,357,143 shares of its Common Stock (the "Shares") and a warrant to purchase in the aggregate an additional 452,381 shares of its Common Stock (the "Warrants) in substantially the form of EXHIBIT A hereto.
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Authorization and Issuance of the Securities. (a) The issuance and sale of the Securities has been duly authorized by all necessary corporate action on the part of Company and, upon delivery to Purchaser of the Securities against payment in accordance with the terms hereof, the Securities will have been validly issued and the Series B Preferred Stock will be fully paid and non-assessable), free and clear of all Liens and preemptive rights. The issuance of shares of Common Stock upon conversion of the Convertible Preferred Stock and exercise of the Warrant has been duly authorized by all necessary corporate action on the part of Company and, when issued upon conversion of the Convertible Preferred Stock and exercise of the Warrant, as applicable, in each case in accordance with their respective terms such Common Stock will have been validly issued and fully paid and non-assessable. Company has duly reserved 1,000,000 shares of Series B Preferred Stock for issuance pursuant to this Agreement, 600,000 shares of Series C Preferred Stock for issuance pursuant to the Rights Offering and 317,539,000 shares of Common Stock for issuance pursuant to the terms of the Convertible Preferred Stock and the Warrant.
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Authorization and Issuance of the Securities. Subject to the terms and conditions of this Agreement, the Company has authorized the issuance and delivery of up to 6,579,629 shares of its Common Stock and a warrant or warrants to purchase up to 804,000 shares of its Common Stock for a period of seven years and at an exercise price of $10.00 per share pursuant to a Warrant agreement in substantially the form attached hereto as EXHIBIT C (the "Warrant Agreement"). The shares of Common Stock and the warrant or warrants to purchase Common Stock issued to the Purchaser pursuant to this Agreement shall be referred to herein as the "Shares" and the "Warrants", respectively.
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Authorization and Issuance of the Securities. Subject to the terms and conditions of this Agreement, the Company has, or before the Closing (as defined below) will have, authorized the issuance and delivery to the Purchasers an aggregate of 2,142,858 shares of its Common Stock and a warrant or warrants to purchase in the aggregate an additional 714,286 shares of its Common Stock for a period of five years, in substantially the form set forth on EXHIBIT A hereto. The shares of Common Stock to be sold at the Closing, to wit 2,142,858 shares of Common Stock, and the warrant or warrants to purchase Common Stock issued to the Purchasers pursuant to this Agreement shall be referred to herein as the "Shares" and the "Warrants," respectively.
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Authorization and Issuance of the Securities. The issuance and -------------------------------------------- sale of the Preferred Stock has been duly authorized by all necessary corporate action on the part of HAHF and, upon delivery to Transferor of the Preferred Stock in accordance with the terms hereof, the Preferred Stock will be validly issued, fully paid and non-assessable, and will be free and clear of all liens (other than those created by Transferor) and preemptive rights.
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Authorization and Issuance of the Securities. The issuance of the Securities has been duly authorized by all necessary corporate action on the part of Greka and, upon delivery of the Securities against payment in accordance with the terms hereof, the Securities will have been validly issued, free and clear of all pledges, liens, encumbrances and preemptive rights. The issuance of shares of Common Stock upon exercise of the Warrants has been duly authorized by all necessary corporate action on the part of Greka and, when issued upon such exercise, such Common Stock will have been validly issued and fully paid and non-assessable. Greka has duly reserved that number of shares of Common Stock equal to the aggregate number specified on Schedule A hereto for issuance pursuant to the terms of the Warrants.
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Authorization and Issuance of the Securities. The issuance of the Securities has been duly authorized by all necessary corporate action on the part of ClimaChem and Parent and, upon delivery to each Purchaser of the Securities against payment in accordance with the terms hereof, the Securities will have been validly issued, free and clear of all pledges, liens, encumbrances and preemptive rights. The issuance of shares of Common Stock upon exercise of the Warrants has been duly authorized by all necessary corporate action on the part of Parent and, when issued upon such exercise, such Common Stock will have been validly issued and fully paid and non-assessable. Parent has duly reserved 595,585 shares of Common Stock for issuance pursuant to the terms of the Warrants. 5.3
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Authorization and Issuance of the Securities. Each Company has authorized the issuance and sale of the Purchased Equity Interests and Warrants pursuant to the terms of this Agreement.
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Authorization and Issuance of the Securities. Subject to the terms and conditions of this Agreement, the Company has, or before the Initial Closing (as defined in Section 3.1 below) will have, authorized the issuance and delivery to the Purchaser of the Put Shares (as defined in Section 2.3 below).
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Related to Authorization and Issuance of the Securities

  • Valid Issuance of the Securities At the Closing Time, the Initial Securities and the limited partnership interests represented thereby will be duly authorized by the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Xxxxxxx 00 xx xxx Xxxxxxxx Xxxxxxx LP Act); and at the Closing Time, the Option Securities and the limited partnership interests represented thereby will be duly authorized for issuance and sale pursuant to the Partnership Agreement and, upon exercise of the option provided in Section 2(b), when issued and delivered by the Partnership to the Underwriters pursuant to Section 2(b), the Option Securities will be validly issued and fully paid and non-assessable (except as such nonassessability may be affected by matters described in Xxxxxxx 00 xx xxx Xxxxxxxx Xxxxxxx LP Act); the Common Units conform to all statements relating thereto contained or incorporated by reference in the Registration Statement, General Disclosure Package and the Prospectus, and such description conforms to the rights set forth in the Partnership Agreement; no holder of the Securities will be subject to personal liability by reason of being such a holder.

  • Authorization of the Securities The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

  • AUTHORIZATION AND ISSUANCE OF SHARES 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:

  • Issuance of the Securities The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

  • Authorization and Issuance of Additional Units (a) The Company shall undertake all actions, including, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) Unvested Corporate Shares, (ii) treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, have been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock. In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Manager shall have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Manager) are in the aggregate substantially equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. The Company shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class A Common Stock to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 3.04(a).

  • Authorization of the Sponsor Warrants The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Offering of the Securities (a) The Representatives will advise each Selected Dealer, in the Invitation or other written communication, of the release by the Representatives of the Securities for public offering and of the public offering price. Upon receipt of such advice, any of the Securities thereafter purchased by us pursuant to this Agreement are to be reoffered by us to the public at the public offering price, subject to the terms of this Agreement, the Invitation and the Offering Document. After the public offering of the Securities has commenced, the Representatives may change the public offering price, the selling concession and the reallowance to dealers. Except as otherwise provided herein, the Securities shall not be offered or sold by us below the public offering price before the termination of the effectiveness of this Agreement with respect to the offering of such Securities, except that a reallowance from the public offering price not in excess of the amount set forth in the Invitation may be allowed to Qualified Dealers who agree that such amount is to be retained and not re-allowed in whole or in part. “Qualified Dealers” shall be brokers or dealers (as defined in the By-Laws of the Financial Industry Regulatory Authority (“FINRA”)) actually engaged in the investment banking or securities business which make the representations and agreements contained in Section 12 hereof. “Qualified Dealers” also shall include foreign banks, dealers or institutions which make the representations and agreements contained in Section 12 hereof.

  • Purchase of the Securities On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

  • Reservation and Issuance of Underlying Securities The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note (including repayments in stock), free from preemptive rights or any other actual contingent purchase rights of persons other than the holders of the Notes, not less than such number of shares of Common Stock as shall (subject to any additional requirements of the Company as to reservation of such shares set forth in the Purchase Agreement) be issuable (taking into account the adjustments under this Section 3 but without regard to any ownership limitations contained herein) upon the conversion of this Note hereunder in Common Stock (including repayments in stock). The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid, nonassessable and freely tradeable.

  • Valid Issuance of the Shares The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

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