Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Appears in 57 contracts
Samples: Sales Agreement (Kura Oncology, Inc.), Common Stock Sales Agreement (Allogene Therapeutics, Inc.), Common Stock Sales Agreement (Jounce Therapeutics, Inc.)
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor to Cowen pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Appears in 5 contracts
Samples: Sales Agreement (NanoString Technologies Inc), Common Stock (Cti Biopharma Corp), Sales Agreement (Revance Therapeutics, Inc.)
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and the issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.
Appears in 4 contracts
Samples: Sales Agreement (Dynavax Technologies Corp), Sales Agreement (Dynavax Technologies Corp), Dynavax Technologies Corp
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessablenonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfied.
Appears in 3 contracts
Samples: Sales Agreement (Olema Pharmaceuticals, Inc.), Sales Agreement (Olema Pharmaceuticals, Inc.), Olema Pharmaceuticals, Inc.
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor to Cowen as agent pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Appears in 3 contracts
Samples: Sales Agreement (Otonomy, Inc.), Sales Agreement (Otonomy, Inc.), Common Stock (Otonomy, Inc.)
Authorization of the Common Stock. The Placement Shares, when issued issued, delivered and delivered, paid for in accordance with this Agreement will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and such Placement Shares, when issued and delivered in accordance with this Agreement, will be free of preemptive rights or other rights of any securityholder of the Company.
Appears in 2 contracts
Samples: Sales Agreement (Rhythm Pharmaceuticals, Inc.), Sales Agreement (Rhythm Pharmaceuticals, Inc.)
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be Shares 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 this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Sales Agreement (Tenax Therapeutics, Inc.), Sales Agreement (Tenax Therapeutics, Inc.)
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreementas provided herein, will be duly authorized, and validly issued, fully paid and nonassessablenon-assessable and will conform to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights.
Appears in 2 contracts
Samples: Sales Agreement (Viveve Medical, Inc.), Viveve Medical, Inc.
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreementhereunder will be duly and validly issued, will be duly authorized, validly issued, fully paid and nonassessablenonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfied.
Appears in 1 contract
Authorization of the Common Stock. The Placement Shares, when Shares to be issued and delivered, will be sold by the Company hereunder 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 this Agreementand paid for as provided herein, will be duly authorized, and validly issued, will be fully paid and nonassessablenonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived.
Appears in 1 contract
Samples: Sales Agreement (Zafgen, Inc.)
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor to the Agent pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Revance Therapeutics, Inc.
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be Shares are duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessablenonassessable and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been complied with or otherwise effectively waived.
Appears in 1 contract
Samples: Sales Agreement (Tricida, Inc.)
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessablenonassessable and will conform to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights.
Appears in 1 contract
Authorization of the Common Stock. The Placement Shares, when Shares to be issued and delivered, will be sold by the Company hereunder have been duly authorized for issuance and sale pursuant to this Agreement by the Company and, when issued and delivered by the Company against payment therefor pursuant to this Agreementand paid for as provided herein, will be duly authorized, and validly issued, will be fully paid and nonassessablenonassessable and will conform to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfied.
Appears in 1 contract
Samples: Sales Agreement (Nuvalent, Inc.)
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this AgreementAgreement (including the terms set forth in the applicable Placement Notice), will be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Authorization of the Common Stock. The Placement Shares, when issued and delivereddelivered pursuant to the terms hereof, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreementas provided herein, will be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Common Stock sales Agreement (Corvus Pharmaceuticals, Inc.)
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this AgreementAgreement (including the terms set forth in the applicable Placement Notice), will be duly authorized, validly issued, fully paid and nonassessablenon-assessable, and free and clear of any preemptive rights or any similar rights.
Appears in 1 contract
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and the issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.
Appears in 1 contract
Samples: Sales Agreement (Rallybio Corp)
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and any Terms Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the issuance and sale of the Shares by the Company is not subject to preemptive or other similar rights.
Appears in 1 contract
Samples: Sales Agreement (Conformis Inc)
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and any Terms Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the issuance and sale of the Placement Shares by the Company is not subject to any preemptive or other similar rights that have not been duly waived or satisfied.
Appears in 1 contract
Samples: Immunome Inc.
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreementas provided herein, will be duly authorized, validly issued, and fully paid and nonassessablenon-assessable and will conform to the description of the Common Stock contained in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been complied with or otherwise effectively waived.
Appears in 1 contract
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and the issuance of the Placement Shares will not be subject to any preemptive or similar rights.
Appears in 1 contract
Samples: Common Stock (IO Biotech, Inc.)
Authorization of the Common Stock. The Placement Shares, when Shares to be issued and delivered, will be sold by the Company hereunder have been duly authorized for issuance and sale pursuant to this Agreement by the Company and, when issued and delivered by the Company against payment therefor pursuant to this Agreementand paid for as provided herein, will be duly authorized, and validly issued, will be fully paid and nonassessablenonassessable and will conform to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights.
Appears in 1 contract
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. The issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.
Appears in 1 contract