Common Shares. The Common 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 Common Shares will not be subject to preemptive or other rights afforded by the Company to subscribe for the Common Shares. Upon issuance, the Common Shares will conform in all material respects to the statements relating thereto contained in the Registration Statement, the Prospectus and the General Disclosure Package. Upon payment of the purchase price and delivery of the Common Shares in accordance with this Agreement, each of the purchasers thereof will receive good, valid and marketable title to such Common Shares, free and clear of all liens, charges and encumbrances.
Appears in 11 contracts
Samples: Sales Agency Financing Agreement (Brandywine Operating Partnership, L.P.), Sales Agency Financing Agreement (Brandywine Operating Partnership, L.P.), Sales Agency Financing Agreement (Brandywine Operating Partnership, L.P.)
Common Shares. The Common Shares have been duly authorized and, when issued and delivered in accordance with the terms of this AgreementAgreement and any necessary corporate authorizations of the Company, will be validly issued, fully paid and non-assessable, and the issuance of such Common Shares will not be subject to any preemptive rights under the certificate of incorporation or other rights afforded by bylaws of the Company to subscribe for or the Common SharesDelaware General Corporation Law. Upon issuance, the Common Shares will conform in all material respects to the statements relating thereto contained in the Registration Statement, the Prospectus and the General Disclosure Package. Upon payment of the purchase price and delivery of the Common Shares in accordance with this Agreement, each of the purchasers thereof will receive good, valid and marketable title to such Common Shares, free and clear of all liens, charges and encumbrances.
Appears in 7 contracts
Samples: Sales Agency Financing Agreement, Sales Agency Financing Agreement (Boston Properties Inc), Sales Agency Financing Agreement (Boston Properties Inc)
Common Shares. The Common 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 Common Shares will not be subject to any preemptive rights under the Charter or other rights afforded by Bylaws or the Company to subscribe for the Common SharesMaryland General Corporation Law. Upon issuance, the Common Shares will conform in all material respects to the statements relating thereto contained in the Registration Statement, the Prospectus and the General Disclosure Package. Upon payment of the purchase price and delivery of the Common Shares in accordance with this Agreement, each of the purchasers thereof will receive good, valid and marketable title to such Common Shares, free and clear of all liens, charges and encumbrances.
Appears in 6 contracts
Samples: Sales Agency Financing Agreement (Avalonbay Communities Inc), Sales Agency Financing Agreement (Avalonbay Communities Inc), Sales Agency Financing Agreement (Avalonbay Communities Inc)
Common Shares. The Common 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 Common Shares will not be subject to any preemptive rights under the Charter or other rights afforded by Bylaws of the Company to subscribe for or the Common SharesMaryland General Corporation Law. Upon issuance, the Common Shares will conform in all material respects to the statements relating thereto contained in the Registration Statement, the Prospectus and the General Disclosure Package. Upon payment of the purchase price and delivery of the Common Shares in accordance with this Agreement, each of the purchasers thereof will receive good, valid and marketable title to such Common Shares, free and clear of all liens, charges and encumbrances.
Appears in 4 contracts
Samples: Sales Agency Financing Agreement (Avalonbay Communities Inc), Sales Agency Financing Agreement (Avalonbay Communities Inc), Sales Agency Financing Agreement (Avalonbay Communities Inc)