Corporate Law Status Sample Clauses

Corporate Law Status. When the Note, Warrant, and the Warrant Shares have been issued, delivered and paid for in accordance with this Agreement, the Note, and the Warrant, they will be validly issued, fully paid and non-assessable and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through any act or omission on the part of Sandbox. With the exception of the rights of first offer held by the holders of the Series A Preferred Stock of Sandbox pursuant to Section 2.1 of that certain Investor Rights Agreement (the "Investor Rights Agreement") dated as of February 13, 1996 among Sandbox and certain Investors (as defined therein), for which appropriate consents and waivers have been obtained, the issuance, sale or delivery of the Note, the Warrant and the Warrant Shares are not subject to any preemptive right of stockholders of Sandbox or to any right of first refusal or other right in favor of any person that has not been waived in writing.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Corporate Law Status. When the Warrant has been issued, delivered and paid for in accordance with this Agreement, it will be validly issued, fully paid and non-assessable and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through any act or omission on the part of TRACER. The issuance, sale or delivery of the Warrant is not subject to any preemptive right of stockholders of TRACER or to any right of first refusal or other right in favor of any person.
Sample 1Sample 2Sample 3
Corporate Law Status. When the Warrants and the Warrant Shares have been issued, delivered and paid for in accordance with this Agreement the Warrants, they will be validly issued, fully paid and non-assessable and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through any act or omission on the part of Sandbox. With the exception of the rights of first offer held by the holders of the Series A Preferred Stock of Sandbox pursuant to Section 2.1 of that certain Investor Rights Agreement (the "Investor Rights Agreement") dated as of February 13, 1996 among Sandbox and certain Investors (as defined therein), for which appropriate consents and waivers have been obtained, the issuance, sale or delivery of the Warrants and the Warrant Shares are not subject to any preemptive right of stockholders of Sandbox or to any right of first refusal or other right in favor of any person that has not been waived in writing.
Sample 1

Related to Corporate Law Status

  • Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify would not result in a Material Adverse Change.

  • Charter Documents Directors and Officers (a) The charter of the Acquiring Fund as in effect immediately prior to the Effective Time shall continue in full force and effect as the charter of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law. (b) The Bylaws of the Acquiring Fund as in effect immediately prior to the Effective Time shall continue in full force and effect as the Bylaws of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law. (c) The trustees and officers of the Acquired Fund immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until their successors shall have been duly elected and qualified or until as otherwise provided by law, the charter of the Surviving Corporation or the Bylaws of the Surviving Corporation.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

  • Certificate of Incorporation; Bylaws; Directors and Officers The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate of Incorporation of ProVision until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the State Corporation Law. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of ProVision as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of ProVision at the Effective Time shall continue to be the Directors of the Merger Sub.

  • State of California Public Liability and Workers’ Compensation Program A. The Judicial Council has elected to be self-insured for its motor vehicle, aircraft liability and general liability exposures. B. The Judicial Council administers workers’ compensation benefits for its employees through a Third Party agreement.

  • Travel Status Travel by an employee, outside the College region on College business, where authorization for such travel has been requested in advance on the appropriate form, and approved by the College.

  • Corporate Examinations and Investigations Prior to the Closing Date, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and financial condition of the other as they each may reasonably require. No investigations, by a party hereto shall, however, diminish or waive any of the representations, warranties, covenants or agreements of the party under this Agreement.

  • Incorporation of the Plan All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!