Authorization of Common Shares. The Common Shares have been duly authorized and, when issued and sold as contemplated by the Prospectus and upon payment therefor as provided in this Agreement and the Prospectus, will be validly issued, fully paid and nonassessable and will conform in all material respects to the description thereof contained in the Prospectus.
Authorization of Common Shares. The Common Shares to be issued upon the exercise of the Warrants have been duly authorized for issuance by the Company and, when duly issued and delivered by the Company against payment therefor in accordance with the Warrant, will be duly and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or other similar rights.
Authorization of Common Shares. The Company has authorized the issuance and sale of 11,108,224 shares (the “Common Shares”) of its common stock, par value $0.0001 per share (“Common Stock”).
Authorization of Common Shares. None of the outstanding Common Shares of the Company were issued in violation of the preemptive or other similar rights of any security holder of the Company, nor does any person have any preemptive right of first refusal or other right to acquire any of the Shares covered by this Agreement. No shares of preferred stock of the Company have been designated, offered, sold or issued and none of such shares of preferred stock are currently outstanding. The Shares to be purchased by the Underwriters from the Company have been duly authorized by the board of directors of the Company for issuance and sale to the Underwriters 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.
Authorization of Common Shares. The issuance and sale of the Common Shares have been duly authorized and the Common Shares when issued to the Purchaser for the consideration set forth herein will be fully paid and non-assessable, with no personal liability attached to the ownership thereof, and free of restrictions on transfer other than under this Agreement, the Shareholders Agreement, and applicable state and federal securities laws.
Authorization of Common Shares. At or prior to the Closing, the Company will have reserved for issuance the shares of Common Stock issuable upon conversion of the Notes. Upon their issuance in accordance with the terms of the Notes, the shares of Common Stock issued upon conversion of the Notes will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock free of all preemptive or similar rights.
Authorization of Common Shares. (a) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable Common Shares.
Authorization of Common Shares. The Shares issued at the Closing are duly authorized, validly issued, fully paid and non-assessable shares of Common Stock free of all preemptive or similar rights.
Authorization of Common Shares. Upon issuance and delivery of the Bonds in accordance with this Agreement, the Bonds will be convertible at the option of the holders thereof for the Common Shares in accordance with the Terms and Conditions; the Conversion Shares have been duly and validly authorized and reserved for issuance upon conversion by all necessary corporate action of the Issuer, and such shares, when issued upon exercise of the Conversion Right in accordance with the Terms and Conditions, will be duly and validly issued and will be fully paid, non-assessable and freely transferable; and the issuance of such shares upon exercise of the Conversion Right in accordance with the Terms and Conditions will not be subject to preemptive or other similar rights of any security holder of the Issuer. The Issuer shall at all times reserve and keep available, free from preemptive rights and a third party interest (however arising), out of its authorized but unissued capital stock, for the purpose of effecting the conversion of Bonds upon exercise of the Conversion Right, the full number of Conversion Shares then issuable upon the conversion of the Bonds. Issuer represents and warrants that upon issuance of the Conversion Shares, that such shares will be freely transferable by the Purchasers and may be resold without any registration requirements and without Issuer’s consent.
Authorization of Common Shares. The Common Shares have been duly authorized, and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will be duly and validly issued and fully paid and nonassessable; the Common Shares conform to the description thereof contained in the Registration Statement under the caption "Description of Shares of Beneficial Interest" and the Securities will conform to the description thereof contained in the Prospectus under the caption "Description of Shares of Beneficial Interest" as amended or supplemented with respect to such Securities;
