Common use of Capitalization and Other Share Capital Matters Clause in Contracts

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement). The share capital of the Company conforms in all material respects to the description thereof in the Time of Sale Prospectus, the Registration Statement and the IPO Prospectus. All of the issued and outstanding securities of the Company have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all federal and state securities laws, based in part on the representations and warranties of the purchasers of such securities. None of the outstanding securities was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company other than those described in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus. (gg) Sale of Securities of the Company. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus.

Appears in 6 contracts

Samples: Underwriting Agreement (Founder SPAC), Underwriting Agreement (Founder SPAC), Underwriting Agreement (Founder SPAC)

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Capitalization and Other Share Capital Matters. The authorized, issued issued, and outstanding share capital shares of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the IPO Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement). The share capital of Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Company conforms Offered Securities will conform, in all material respects to the description thereof contained in each of the Time of Sale Prospectus, the Registration Statement Disclosure Package and the IPO Prospectus. All of the issued and outstanding securities of the Company Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all federal and state securities applicable laws, based in part on the representations and warranties of the purchasers of such securities. None of the outstanding securities was Ordinary Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital shares of the Company other than those described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the IPO Prospectus. (gg) Sale of Securities There are no stock option and other stock plans or arrangements of the Company. No securities further approval from Nasdaq or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except Offered Securities. Except as disclosed set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the IPO Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Appears in 5 contracts

Samples: Underwriting Agreement (U-Bx Technology Ltd.), Underwriting Agreement (Creative Global Technology Holdings LTD), Underwriting Agreement (Creative Global Technology Holdings LTD)

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital shares of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the IPO Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration StatementDisclosure Package and Prospectus, as the case may be). The share capital of Ordinary Share conforms, and, when issued and delivered as provided in this Agreement, the Company conforms Offered Securities and the Underwriters’ Securities will conform, in all material respects to the description thereof contained in each of the Time of Sale Prospectus, the Registration Statement Disclosure Package and the IPO Prospectus. All of the issued and outstanding securities of the Company Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all federal and state securities applicable laws, based in part on the representations and warranties of the purchasers of such securities. None of the outstanding securities was Ordinary Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital shares of the Company other than those described in the Registration StatementDisclosure Package and the Prospectus. No further approval from Nasdaq or authorization of any shareholder, the Time Board of Sale Prospectus Directors or others is required for the issuance and the IPO Prospectus. (gg) Sale of Securities sale of the CompanyOffered Securities. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except Except as disclosed set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the IPO Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Appears in 4 contracts

Samples: Underwriting Agreement (Galaxy Payroll Group LTD), Underwriting Agreement (Galaxy Payroll Group LTD), Underwriting Agreement (Galaxy Payroll Group LTD)

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the IPO Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration StatementProspectus). The share capital of the Company Company, including the Ordinary Shares and the Shares, conforms in all material respects to the each description thereof contained in the Time of Sale Prospectus, the Registration Statement and the IPO Prospectus. All of the issued and outstanding securities of the Company Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with all federal federal, state and state local, including Israeli, securities laws, based in part on the representations and warranties of the purchasers of such securities. None of the outstanding securities Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The form of certificates for the Ordinary Shares conforms to the corporate law of the jurisdiction of the Company’s organization and to any requirements of the Company’s organizational documents. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or its Subsidiary other than those described in the Registration Statement, the Time of Sale Prospectus Statement and the IPO Prospectus. (gg) Sale of Securities The descriptions of the Company. No securities of ’s equity compensation plans or arrangements, and the Company have been sold by the Company options or by or on behalf ofother rights granted thereunder, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed set forth in the Registration StatementStatement and the Prospectus accurately and fairly present, in all material respects, the Time of Sale Prospectus information required to be shown with respect to such plans, arrangements, options and the IPO Prospectusrights.

Appears in 3 contracts

Samples: Open Market Sale Agreement (Sol-Gel Technologies Ltd.), Open Market Sale Agreement (Sol-Gel Technologies Ltd.), Open Market Sale Agreement (Sol-Gel Technologies Ltd.)

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share shares in the capital of the Company is are as set forth in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus in the column entitled “Actual” under the caption heading “Capitalization” (other than except for subsequent issuances, if any, (A) pursuant to this Agreement, (B) pursuant to reservations, agreements or employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described plans referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (C) pursuant to the conversion of convertible securities or exercise of options referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The share capital of ADSs (including the Company conforms Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus, the Registration Statement and the IPO Prospectus. All of the issued and outstanding securities of the Company Ordinary Shares and all outstanding ADSs have been duly authorized and are validly issued, are fully paid and non-assessable and have been issued in compliance with all federal and state securities laws, based in part on the representations and warranties of the purchasers of such securitiesnonassessable. None of the outstanding securities Ordinary Shares or ADSs was issued in violation of any the preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of any securityholder of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company other than those Except as described in the Registration Statement, the Time of Sale Prospectus and in the IPO Prospectus. (gg) Sale , there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of Securities the Company any shares of the capital stock of the Company or any subsidiary of the Company. No securities The description of the Company’s stock option, stock bonus and other stock plans or arrangements (the “Company have been sold by Stock Plans”), and the Company options (the “Options”) or by or on behalf ofother rights granted thereunder, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed set forth in the Registration Statement, the Time of Sale Prospectus and the IPO ProspectusProspectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. Each grant of an Option (A) was duly authorized no later than the date on which the grant of such Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto and (B) was made in accordance with the terms of the applicable Company Stock Plan, and all applicable laws and regulatory rules or requirements, including all applicable federal securities laws.

Appears in 1 contract

Samples: Underwriting Agreement (ASLAN Pharmaceuticals LTD)

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Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The share capital of Ordinary Shares (including the Company conforms Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus, the Registration Statement and the IPO Prospectus. All of the issued and outstanding securities of Ordinary Shares (including the Company Ordinary Shares owned by Selling Stockholders) have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with all federal and state securities laws, based in part on the representations and warranties of the purchasers of such securities. None of the outstanding securities Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus. (gg) Sale of Securities The descriptions of the Company. No securities of ’s stock option, stock bonus and other stock plans or arrangements, and the Company have been sold by the Company options or by or on behalf ofother rights granted thereunder, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed set forth in the Registration Statement, the Time of Sale Prospectus and the IPO ProspectusProspectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Appears in 1 contract

Samples: Underwriting Agreement (Parnell Pharmaceuticals Holdings Pty LTD)

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus under the caption captions CapitalizationDescription of Our Securities—Share Capital” and “Shares Eligible for Future Sale” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The share capital of the Company Company, including the Shares, conforms in all material respects to the each description thereof contained in the Time of Sale Prospectus, the Registration Statement and the IPO Prospectus. All of the issued and outstanding securities of the Company Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all federal and state securities lawsnonassessable (meaning that the holder of an Ordinary Share shall not, based in part by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on the representations and warranties of the purchasers of such securitiesOrdinary Share) . None of the outstanding securities Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus. (gg) Sale of Securities The descriptions of the Company. No securities of ’s share option, share bonus and other share plans or arrangements, and the Company have been sold by the Company options or by or on behalf ofother rights granted thereunder, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed set forth in the Registration Statement, the Time of Sale Prospectus and the IPO ProspectusProspectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Appears in 1 contract

Samples: Underwriting Agreement (NewAmsterdam Pharma Co N.V.)

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