Common use of Description of Capital Stock Clause in Contracts

Description of Capital Stock. The capital stock of the Company, including the Shares, conforms as to legal matters to the description thereof, if any, contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and as of the date thereof, the Company had authorized and outstanding capital stock as set forth therein. The certificates for the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such holders.

Appears in 3 contracts

Samples: Underwriting Agreement (Amag Pharmaceuticals Inc.), Underwriting Agreement (Advanced Magnetics Inc), Underwriting Agreement (Advanced Magnetics Inc)

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Description of Capital Stock. The capital stock of the Company, including the Shares, conforms as to legal matters to the description thereof, if any, contained in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, and as of the date thereof, the Company had authorized and outstanding capital stock as set forth therein. The certificates for the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such holders.

Appears in 2 contracts

Samples: Placement Agency Agreement (Emisphere Technologies Inc), Purchase Agreement (Advanced Magnetics Inc)

Description of Capital Stock. The capital stock of the Company, including the SharesCommon Stock, conforms as to legal matters to the description thereof, if any, contained in the Registration Statement, the Time of Sale Statutory Prospectus and the Prospectus, and as of the date thereof, the Company had authorized and outstanding capital stock as set forth therein. The certificates for the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such holders.

Appears in 2 contracts

Samples: Agency Agreement (Cytori Therapeutics, Inc.), Adventrx Pharmaceuticals Inc

Description of Capital Stock. The capital stock of the Company, including the SharesCommon Stock, conforms as to legal matters to the description thereof, if any, contained in the Registration Statement, the Time of Sale Statutory Prospectus and the Prospectus, and as of the date thereof, the Company had authorized and outstanding capital stock as set forth therein. The certificates for the Shares Securities are in due and proper form and the holders of the Shares Securities will not be subject to personal liability by reason of being such holders.

Appears in 2 contracts

Samples: Agency Agreement (Cytori Therapeutics, Inc.), Cytori Therapeutics, Inc.

Description of Capital Stock. The capital stock of the Company, including the SharesSecurities, conforms as to legal matters to the description thereof, if any, contained in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, and as of the date thereof, the Company had authorized and outstanding capital stock as set forth therein. The certificates for the Shares Securities are in due and proper form and the holders of the Shares Securities will not be subject to personal liability by reason of being such holders.

Appears in 1 contract

Samples: Placement Agency Agreement (Emisphere Technologies Inc)

Description of Capital Stock. The capital stock of the Company, including the SharesSecurities, conforms as to legal matters to the description thereof, if any, contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, and as of the date thereof, the Company had authorized and outstanding capital stock as set forth thereinor incorporated by reference in the Prospectus as of the date thereof. The certificates for the Shares Securities are in due and proper form and the holders of the Shares Securities will not be subject to personal liability by reason of being such holders.

Appears in 1 contract

Samples: Placement Agency Agreement (SCOLR Pharma, Inc.)

Description of Capital Stock. The authorized capital stock of the Company, including the Shares, Company conforms as to legal matters to the description thereof, if any, thereof contained in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, and as of the date thereof, the Company had authorized and outstanding capital stock as set forth thereinunder the caption “Capitalization” in the Registration Statement and Prospectus. All of the Shares conform to the description thereof contained in the Registration Statement and Prospectus. The form of certificates for the Shares are in due and proper form and conforms to the holders corporate law of the Shares will not be subject to personal liability by reason State of being such holdersDelaware.

Appears in 1 contract

Samples: Underwriting Agreement (Buy Com Inc)

Description of Capital Stock. The authorized capital stock of the Company, including the Shares, Company conforms as to legal matters to the description thereof, if any, thereof contained in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, and as of the date thereofset forth under the caption "Description of Capital Stock" in the Registration Statement and the Prospectus, the Company had authorized and outstanding capital stock as set forth therein. The certificates for the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such holders.

Appears in 1 contract

Samples: Agreement (Gaiam Inc)

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Description of Capital Stock. The capital stock of the Company, including the SharesCommon Stock, conforms as to legal matters to the description thereof, if any, contained in the Registration StatementStatements, the Time of Sale Statutory Prospectus and the Prospectus, and as of the date thereof, the Company had authorized and outstanding capital stock as set forth therein. The certificates for the Shares Securities are in due and proper form and the holders of the Shares Securities will not be subject to personal liability by reason of being such holders.

Appears in 1 contract

Samples: Placement Agency Agreement (Avanir Pharmaceuticals)

Description of Capital Stock. The terms of the capital stock of the Company, including the Shares, conforms as to legal matters in all material respects to the description thereof, if any, thereof contained in the Registration Statement, the Time of Sale Prospectus and the ProspectusDisclosure Package, and as of the date thereof, the Company had authorized and outstanding capital stock as set forth therein. The certificates for the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such holders.

Appears in 1 contract

Samples: Purchase Agreement (Utek Corp)

Description of Capital Stock. The capital stock of the Company, including the SharesCommon Stock, conforms as to legal matters to the description thereof, if any, contained in the Registration Statement, the Time of Sale Statutory Prospectus and the Prospectus, and as of the date thereof, the Company had authorized and outstanding capital stock as set forth therein. The certificates for the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such holders.

Appears in 1 contract

Samples: Placement Agency Agreement (Entremed Inc)

Description of Capital Stock. The capital stock of the Company, including the SharesCommon Stock, conforms as to legal matters to the description thereof, if any, contained in the Registration Statement, the Time of Sale Prospectus Statement and the Statutory Prospectus, and as of the date thereof, the Company had authorized and outstanding capital stock as set forth thereinin the Prospectus. The certificates for the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such holders.

Appears in 1 contract

Samples: Placement Agency Agreement (Youbet Com Inc)

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