Common use of Authorization of Reserved Shares Clause in Contracts

Authorization of Reserved Shares. The issuance, sale and delivery by -------------------------------- the Corporation of the Reserved Shares have been duly authorized by all requisite corporate action of the Corporation, and the Reserved Shares have been duly reserved for issuance upon conversion of the Shares, and when so issued, sold and delivered upon conversion of the Shares, the Reserved Shares will be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive or any other similar rights of the stockholders of the Corporation or others.

Appears in 2 contracts

Samples: Stock Restriction Agreement (Sequenom Inc), Stock Restriction Agreement (Sequenom Inc)

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Authorization of Reserved Shares. The issuance, sale and delivery by -------------------------------- the Corporation of the Reserved Shares have been duly authorized by all requisite corporate action of the Corporation, and the Reserved Shares have been duly reserved for issuance upon conversion of all or any of the Sharesshares of Series A Preferred Stock, and when so issued, sold issued and delivered upon conversion of any of the Shares, the Reserved Shares will be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive or any other similar rights of the stockholders of the Corporation or others.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mdi Entertainment Inc)

Authorization of Reserved Shares. The issuance, sale and delivery by -------------------------------- the Corporation of the Reserved Shares have been duly authorized by all requisite corporate action of the Corporation, and the Reserved Shares have been or will be duly reserved for issuance upon conversion of the SharesNotes in accordance with the terms of this Agreement and the Notes, and when so issued, sold and delivered upon conversion of in accordance with the Sharesterms hereof and thereof, the Reserved Shares will be validly issued and outstanding, fully paid and nonassessable, and will not be subject to any preemptive or any other similar rights of the stockholders of the Corporation or others.

Appears in 1 contract

Samples: Note Purchase Agreement (Migratec Inc)

Authorization of Reserved Shares. The issuance, sale and delivery by -------------------------------- the Corporation of the Reserved Shares have has been duly authorized by all requisite corporate action of the Corporation, and the Reserved Shares have been duly reserved for issuance upon conversion of all or any of the Shares, and when so issued, sold issued and delivered upon conversion in accordance with the terms of the SharesCertificate of Amendment, the Reserved Shares will be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive or any other similar rights of the stockholders of the Corporation corporation or others.

Appears in 1 contract

Samples: Registration Rights Agreement (Telco Systems Inc /De/)

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Authorization of Reserved Shares. The issuance, sale and delivery by -------------------------------- the Corporation of the Reserved Shares have been duly authorized by all requisite corporate action of the Corporation, and the Reserved Shares have been duly reserved for issuance upon conversion of all or any of the SharesConvertible Debenture, and when so issued, sold issued and delivered upon conversion of the SharesConvertible Debenture, the Reserved Shares will be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive or any other similar rights of the stockholders of the Corporation or others.

Appears in 1 contract

Samples: Exhibit 99 (Mdi Entertainment Inc)

Authorization of Reserved Shares. The issuance, sale and delivery by -------------------------------- the Corporation of the Reserved Shares have been duly authorized by all requisite corporate action of the Corporation, and the Reserved Shares have been duly reserved for issuance upon conversion of all or any of the Shares, and when so issued, sold issued and delivered upon conversion of any of the Shares, the Reserved Shares will be validly issued and outstanding, fully paid and nonassessable, nonassessable and not subject to preemptive or any other similar rights of the stockholders of the Corporation or others.

Appears in 1 contract

Samples: Series F Preferred Stock Purchase Agreement (Kos Pharmaceuticals Inc)

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