Authorization of Issuance. The Company’s board of directors will have authorized the issuance and sale by it to the Purchasers pursuant to this Agreement of the Securities.
Authorization of Issuance. Reservation of Shares. When issued and delivered pursuant to this Agreement against payment therefor, the Warrants will have been duly authorized, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided therein. During the period within which the Warrants may be exercised, the Company will at all times have authorized and reserved for the purpose of issue upon exercise of the Warrants, a sufficient number of shares of Common Stock to provide for the exercise of the Warrants. All shares of Common Stock which are issuable upon exercise of the Warrants (the "Warrant Shares") will, when issued, be validly issued, fully paid and nonassessable. Upon exercise of the Warrants the issuance of the Warrant Shares will not be subject to any preemptive or similar rights.
Authorization of Issuance. The Company has authorized the issuance and sale of the Shares to the Investor.
Authorization of Issuance. The Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights.
Authorization of Issuance. At the Closing, Preferred Shares to be acquired by the Purchasers from the Company will be duly authorized and validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any preemptive or similar rights, and the Conversion Shares and Warrant Shares will be duly authorized and reserved for issuance, and, upon issuance thereof upon conversion of the Preferred Shares in accordance with the terms of the Preferred Stock Certificate of Designations and the exercise of the Warrants in accordance with their terms, as applicable, will be validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers, the issuance of the Preferred Shares to the Purchasers at the Closing, the issuance of the Conversion Shares upon conversion of the Preferred Shares and the issuance of the Warrant Shares upon the exercise of the Warrants will be exempt from the registration requirements of the Securities Act and applicable state securities laws.
Authorization of Issuance. The execution, delivery and performance of each of the Transaction Documents by the Company and the issuance of the Securities by the Company in accordance with the terms of this Agreement have been duly authorized by all necessary corporate action on the part of the Company.
Authorization of Issuance. The execution, delivery and performance of each of the Transaction Documents have been duly authorized by all necessary action by each Transaction Document Party that is a party thereto. The issuance of the Notes by the Issuer in accordance with the terms of this Agreement, and the performance by the Issuer of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Issuer.
Authorization of Issuance. The Bonds are hereby authorized to be issued, and upon such issuance the Trustee shall authenticate the Bonds and deliver them as specified in a written request of the Issuer, as more fully provided in Sections 2.06 and 2.12. The Bonds shall be designated “Cxxxx County, Nevada Industrial Development Revenue Bonds (Southwest Gas Corporation Project) Series 2006A.” Unless the Issuer shall otherwise direct, the Bonds shall be numbered A-1 and upward.
Authorization of Issuance. The Manager has authorized the issuance and the sale of the Securities to the Investors. Upon the Closing, the Surviving Corporation shall issue the Securities set forth opposite such Investor’s name on Schedule C hereto to each Investor, and each such Investor shall be the record and beneficial holder of such Securities.
Authorization of Issuance. The rights, preferences, privileges and restrictions of the Series B Preferred Stock are as stated in the Series B Certificate of Designation. The rights, preferences, privileges and restrictions of the Series C Preferred Stock are as stated in the Series C Certificate of Designation. The rights, preferences, privileges and restrictions of the Series D Preferred Stock are as stated in the Series D Certificate of Designation. Upon consummation of the Transaction, the Securities acquired by the Purchaser from the Company will be duly authorized and validly issued, fully paid and non-assessable and not subject to any preemptive rights except as set forth in the Series C Certificate of Designation, and the Purchaser will have good and marketable title to such Securities, free and clear of any Encumbrances or preemptive rights. Upon consummation of the Transaction, the Series B Conversion Shares and the Series C Conversion Shares (and the Series D Conversion Shares, which will not be issued to the extent that Series B Conversion Shares and Series C Conversion Shares are issued) will be duly authorized and reserved for issuance and upon conversion in accordance with the terms of the Series B Preferred Stock and the Series C Preferred Stock (and the Series D Preferred Stock), respectively, will be validly issued, fully paid and non-assessable and not subject to any preemptive rights except as set forth in the Series B Certificate of Designation and the Series C Certificate of Designation (and the Series D Certificate of Designation), respectively, and the Purchaser will have good and marketable title to the Series C Conversion Shares (and the Series D Conversion Shares), free and clear of any Encumbrances or preemptive rights. Upon consummation of the Transaction, the Warrant Shares and the Carlyle Warrant Shares will be duly authorized and reserved for issuance and, upon exercise of the Warrants or the Carlyle Warrants, as the case may be, and when issued and paid for in accordance with the terms of the Warrants or the Carlyle Warrants, as the case may be, will be validly issued, fully paid and non-assessable and not subject to any preemptive rights, and the Purchaser will have good and marketable title to the Warrant Shares, free and clear of any Encumbrances or preemptive rights.
