Common use of Authorization of Placement Shares Clause in Contracts

Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the Board of Directors of the Company, against payment in full therefor as provided herein, will be duly and validly issued and fully paid and nonassessable, and will not be subject to preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectuses.

Appears in 5 contracts

Samples: Sales Agreement (Aeterna Zentaris Inc.), Correvio Pharma Corp., Cardiome Pharma Corp

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Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the Board of Directors of the Company, against payment in full therefor as provided herein, will be duly and validly issued and fully paid and nonassessable, and will not be subject to preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the ProspectusesProspectus.

Appears in 3 contracts

Samples: Acasti Pharma Inc., Sales Agreement (Aeterna Zentaris Inc.), Acasti Pharma Inc.

Authorization of Placement Shares. The Placement SharesShares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered pursuant to the terms approved by the Board of Directors of the Company, against payment in full therefor and paid for as provided herein, will be duly and validly issued and issued, fully paid and nonassessable, nonassessable and will not be subject to preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description descriptions thereof set forth in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or incorporated into the Prospectusessimilar rights.

Appears in 3 contracts

Samples: Galmed Pharmaceuticals Ltd., Galmed Pharmaceuticals Ltd., NeuroSense Therapeutics Ltd.

Authorization of Placement Shares. The Placement SharesShares have been duly authorized and, when issued issued, delivered and delivered pursuant to paid for in accordance with the terms approved by the Board of Directors of the Company, against payment in full therefor as provided hereinthis Agreement, will be duly and validly issued and issued, fully paid and nonassessablenon-assessable, and the issuance of such Placement Shares will not be subject to any preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectuses.

Appears in 2 contracts

Samples: Sales Agreement (Forty Seven, Inc.), Sales Agreement (Forty Seven, Inc.)

Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the Board board of Directors directors of the CompanyCompany or a duly authorized committee thereof, against payment in full therefor as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and will not be subject to clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectuses.,

Appears in 2 contracts

Samples: OVERSTOCK.COM, Inc, OVERSTOCK.COM, Inc

Authorization of Placement Shares. The Placement SharesShares have been duly authorized and, when issued and delivered pursuant to the terms approved by the Board of Directors of the Company, against payment in full therefor as provided herein, will be duly and validly issued and fully paid and nonassessable, nonassessable and will not be subject to any preemptive or similar rights. The rights, privileges, restrictions and conditions attaching rights of first refusal or other similar rights of the Company or granted by the Company to subscribe for or purchase the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectuses.

Appears in 2 contracts

Samples: TherapeuticsMD, Inc., TherapeuticsMD, Inc.

Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the Board of Directors of the Company, against and following payment in full therefor as provided herein, will be duly and validly issued and fully paid and nonassessablenon-assessable, and will not be subject to preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the ProspectusesProspectus.

Appears in 2 contracts

Samples: Market Issuance Sales Agreement (Aeterna Zentaris Inc.), Market Issuance Sales Agreement (Aeterna Zentaris Inc.)

Authorization of Placement Shares. The Placement Shares, or class of shares of which the Placement Shares are part, when issued and delivered pursuant to the terms approved by the Board of Directors of the Companyor a duly designated committee thereof, against payment in full therefor as provided herein, will be duly and validly authorized and issued and fully paid and nonassessablenon-assessable, free and will not be subject to clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectuses.

Appears in 2 contracts

Samples: Market Issuance Agreement (Taseko Mines LTD), Sales Agreement (Ym Biosciences Inc)

Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the Board of Directors of the Company, against payment in full therefor as provided herein, will be duly and validly issued and fully paid and nonassessable, and will not be subject to preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the ProspectusesProspectus. The Placement Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non assessable.

Appears in 2 contracts

Samples: Ontrak, Inc., Ontrak, Inc.

Authorization of Placement Shares. The Placement SharesShares have been duly and validly authorized and, when issued and delivered pursuant to and paid for by the purchasers in accordance with the terms approved by the Board of Directors of the Company, against payment in full therefor as provided hereinthis Agreement, will be duly and validly issued and fully paid and nonassessable, non-assessable and will conform to the descriptions thereof contained in the Registration Statement and Prospectus; and the issuance of the Placement Shares is not be subject to any preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectuses.

Appears in 1 contract

Samples: Sales Agreement (Fibrocell Science, Inc.)

Authorization of Placement Shares. The Placement SharesShares to be sold by the Company have been duly authorized and, when issued and delivered pursuant to in accordance with the terms approved by the Board of Directors of the Company, against payment in full therefor as provided hereinthis Agreement, will be duly and validly issued and issued, fully paid and nonassessablenon-assessable, and the issuance of such Placement Shares will not be subject to any preemptive or similar rights. The rights, privileges, restrictions rights and conditions attaching to no stockholder consents are required in connection with the Company’s issuance and sale of such Placement Shares, when issued, will conform in all material respects to the description thereof set forth in Shares except as have been duly and validly waived or incorporated into the Prospectusesobtained.

Appears in 1 contract

Samples: Common Stock (Regulus Therapeutics Inc.)

Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the Board of Directors of the Company, against payment in full therefor as provided herein, will be duly and validly issued and fully paid and nonassessable, and will not be subject to preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the ProspectusesProspectus. The Placement Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable.

Appears in 1 contract

Samples: Ontrak, Inc.

Authorization of Placement Shares. The Placement SharesShares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to the terms approved by the Board of Directors this Agreement against payment of the Company, against payment in full therefor as provided consideration set forth herein, will be duly and validly issued and issued, fully paid and nonassessable, and ; no holder of the Placement Shares is or will not be subject to preemptive or similar rights. The rights, privileges, restrictions personal liability by reason of being such a holder; and conditions attaching to the issuance of the Placement SharesShares is not subject to any preemptive right, when issued, will conform in all material respects to right of first refusal or other similar right of any securityholder of the description thereof set forth in Company or incorporated into the Prospectusesany other person.

Appears in 1 contract

Samples: Sales Agreement (Arbor Realty Trust Inc)

Authorization of Placement Shares. The Placement SharesShares have been duly authorized and, when issued and delivered pursuant to in accordance with the terms approved by the Board of Directors of the Company, against payment in full therefor as provided hereinthis Agreement, will be duly and validly issued and issued, fully paid and nonassessablenon-assessable, and the issuance of such Placement Shares will not be subject to any preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectusesrights that have not been validly waived.

Appears in 1 contract

Samples: Sales Agreement (IMARA Inc.)

Authorization of Placement Shares. The Placement SharesShares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to the terms approved by the Board of Directors of the Company, against payment in full therefor as provided hereinthis Agreement, will be duly and validly issued and issued, fully paid and nonassessable, and will the issuance and sale of the Placement Shares is not be subject to any preemptive or similar rights. The rights, privileges, restrictions and conditions attaching rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in Shares that have not been duly waived or incorporated into the Prospectusessatisfied.

Appears in 1 contract

Samples: Sales Agreement (Theseus Pharmaceuticals, Inc.)

Authorization of Placement Shares. The Placement SharesShares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered pursuant to the terms approved by the Board of Directors of the Company, against payment in full therefor and paid for as provided herein, will be duly and validly issued and issued, will be fully paid and nonassessable, non-assessable and will not be subject to preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description descriptions thereof set forth in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or incorporated into similar rights and will be registered pursuant to Section 12 of the ProspectusesExchange Act.

Appears in 1 contract

Samples: TriVascular Technologies, Inc.

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Authorization of Placement Shares. The Placement SharesShares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when issued and delivered pursuant to the terms approved by the Board of Directors of the Company, against payment in full therefor as provided herein, will be duly and validly issued and fully paid and nonassessablenon-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will not be subject registered pursuant to preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to Section 12 of the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the ProspectusesExchange Act.

Appears in 1 contract

Samples: Raser Technologies Inc

Authorization of Placement Shares. The Placement SharesShares have been duly authorized and, when issued issued, delivered and delivered pursuant to paid for in accordance with the terms approved by the Board of Directors of the Company, against payment in full therefor as provided hereinthis Agreement, will be duly and validly issued and issued, fully paid and nonassessablenon-assessable, and the issuance of the Placement Shares will not be subject to any preemptive or similar rightsrights that have not been validly waived. The rightsThis Agreement has been duly authorized, privileges, restrictions executed and conditions attaching to delivered by the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the ProspectusesCompany.

Appears in 1 contract

Samples: Disc Medicine, Inc.

Authorization of Placement Shares. The Placement SharesShares have been duly authorized and, when issued issued, delivered and delivered pursuant to paid for in accordance with the terms approved by the Board of Directors of the Company, against payment in full therefor as provided hereinthis Agreement, will be duly and validly issued and issued, fully paid and nonassessablenon-assessable, and the issuance of the Placement Shares will not be subject to any preemptive or similar rightsrights that have not been validly waived, and will be registered pursuant to Section 12 of the Exchange Act. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the ProspectusesProspectus.

Appears in 1 contract

Samples: Graphite Bio, Inc.

Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the Board board of Directors directors of the CompanyCompany or a duly authorized committee thereof, against payment in full therefor as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and will not be subject to clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectuses.

Appears in 1 contract

Samples: Beyond, Inc.

Authorization of Placement Shares. The Placement SharesShares have been duly authorized and, when issued issued, delivered and delivered pursuant to paid for in accordance with the terms approved by the Board of Directors of the Company, against payment in full therefor as provided hereinthis Agreement, will be duly and validly issued and issued, fully paid and nonassessablenon-assessable, and the issuance of the Placement Shares will not be subject to any preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectuses.

Appears in 1 contract

Samples: Sales Agreement (Invivyd, Inc.)

Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the Board board of Directors directors of the CompanyCompany or a duly authorized committee thereof, against payment in full therefor as provided herein, will be duly and authorized, validly issued and fully paid and nonassessablenon-assessable, free and will not be subject to preemptive clear of any pledge, lien, encumbrance, security interest or similar rightsother claim. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the ProspectusesProspectus.

Appears in 1 contract

Samples: Elicio Therapeutics, Inc.

Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the Board of Directors of the Company, against payment in full therefor as provided herein, will be duly and validly issued and fully paid and nonassessable, and will not be subject to preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the ProspectusesProspectus.

Appears in 1 contract

Samples: Sales Agreement (Aeterna Zentaris Inc.)

Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the Board of Directors of the Company, against payment in full therefor as provided herein, will be duly and validly issued and fully paid and nonassessablenon-assessable, and will not be subject to preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the ProspectusesProspectus.

Appears in 1 contract

Samples: Sales Agreement (Liquid Media Group Ltd.)

Authorization of Placement Shares. The Placement SharesShares have been duly authorized for issuance and sale pursuant to this Agreement, and, when issued and delivered pursuant to the terms approved by the Board of Directors of the Company, against payment in full therefor as provided hereinthis Agreement, will be duly and validly issued and issued, fully paid and nonassessable, and will not be subject to preemptive or similar rights. The rights, privileges, restrictions and conditions attaching to the Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectuses.

Appears in 1 contract

Samples: Sales Agreement (Novastar Financial Inc)

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