Debentures and Warrants Duly Authorized Sample Clauses

Debentures and Warrants Duly Authorized. The issuance of the Debentures and the Warrants pursuant to this Agreement, and the Common Shares issuable upon the conversion of the Debentures and the exercise of the Warrants has been or will be prior to the applicable Closing Date duly and validly authorized by all necessary corporate actions of the Corporation and when issued in accordance with the terms of this Agreement and the terms of the Debentures and the Warrants, such Common Shares will be duly and validly issued, fully paid and non-assessable, free of all Liens and will not be subject to pre-emptive rights, rights of first refusal or other restrictions on transfers. The Corporation has authorized and reserved a sufficient number of Common Shares for issue upon the conversion of the Debentures and exercise of the Warrants, assuming that all thirty-eight (38) Tranches of Debentures and the Commitment Fee Debentures are issued in full, all Debentures are converted in full and all Warrants are exercised in full in accordance with their respective terms.
Sample 1
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Related to Debentures and Warrants Duly Authorized

  • Corporation and Warrant Agent May be Represented The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

  • Closing of the Securities Purchase (A) Subject to Article V, the closing of the Securities Purchase (the “Closing”) shall be held at such time or date that is agreed to in writing by the Seller and the Company (the date on which the Closing occurs, the “Closing Date”). The Closing shall be held at such place as the Seller and the Company shall mutually agree in writing.

  • Investor 2.1 The Investor, by following a Strategy of a Strategy Provider, hereby agrees to the following:

  • Execution, Authentication, Delivery and Dating of Rights Certificates (a) The Rights Certificates shall be executed on behalf of the Company by any of its Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer. The signature of any of these officers on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices either before or after the countersignature and delivery of such Rights Certificates.

  • Notice to the Corporation and the Warrant Agent (1) Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or if faxed:

  • Transaction Documents This Agreement, the Pubco Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Priveco, will have been executed and delivered by Pubco.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • SIGNATORY AUTHORITY The signatories to this Annex covenant and warrant that they have authority to execute this Annex. By signing below, the undersigned agrees to the above terms and conditions. NATIONAL AERONAUTICS AND SPACE ADMINISTRATION XXXXXX X. XXXXXXXX SPACE FLIGHT CENTER XXXX Digitally signed by XXXX XXXX ORIGIN, LLC

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:

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