Duly Authorized and Validly Issued Shares Sample Clauses

Duly Authorized and Validly Issued Shares. The Stock to be issued and sold by the Company to the Underwriters hereunder has been duly authorized and, upon payment and delivery in accordance with this Agreement, will be validly issued, fully paid and non-assessable, will conform in all material respects to the description thereof contained in the most recent Preliminary Prospectus, and the issuance of the Stock is not subject to any preemptive or similar rights.
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Duly Authorized and Validly Issued Shares. At the applicable Delivery Date, the Shares will be duly authorized in accordance with the Company Organizational Documents and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof (assuming the issuance of all of the Additional Shares), will be validly issued, fully paid and nonassessable.
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Duly Authorized and Validly Issued Shares. At the applicable Delivery Date, the Shares to be sold by the Partnership and the limited partner interests represented thereby will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act). Other than the Class B Shares and any limited partner interests issued pursuant to the Partnership’s long-term incentive plan, the Shares will be the only limited partner interests of the Partnership issued or outstanding at the Initial Delivery Date and at each Additional Share Delivery Date, as applicable.
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Duly Authorized and Validly Issued Shares. At each Applicable Time and at each Settlement Date, the Shares to be sold by the Partnership and the limited partner interests represented thereby will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).
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Duly Authorized and Validly Issued Shares of Class A Common Stock and Class B Common Stock. The 171,392,453 outstanding shares of Class A Common Stock, including the Shares (other than the Redemption Shares), and the 8,778,469 outstanding shares of Class B Common Stock have been duly authorized and validly issued in accordance with the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company (collectively, the “Company Organizational Documents”) and are fully paid and non-assessable. At the Closing Date, the Redemption Shares will be duly authorized and validly issued in accordance with the Company Organizational Documents and will be fully paid and non-assessable.
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Duly Authorized and Validly Issued Shares. At the Delivery Date, the Shares to be sold by the Selling Shareholder and the limited partner interests represented thereby will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriter against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act).
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Duly Authorized and Validly Issued Shares. The Shares have been duly authorized for issuance and sale by the Company and, when issued and delivered by the Company to the Purchasers pursuant to this Agreement on the Closing Date, the Shares will be validly issued, fully paid and non-assessable, free and clear of any and all Liens, and other than as set forth in the Stockholders Agreement, the issuance of the Shares will not be subject to any preemptive or similar rights.
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Related to Duly Authorized and Validly Issued Shares

  • Validly Issued Shares The Shares to be sold by the Company 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 Shares will not be subject to any preemptive or similar rights.

  • Authorized and Issued Capital The authorized capital of the Purchaser consists of an unlimited number of common shares and an unlimited number of preferred shares, of which (i) at the date of this Agreement, 24,610,042 common shares (and no more) have been duly issued and are outstanding as fully paid and non-assessable and no preferred shares are outstanding, and (ii) at the Closing Time, 24,610,042 common shares (and no more) shall have been duly issued and shall be outstanding as fully paid and non-assessable.

  • Authorization of the Warrants The Company has duly authorized the issuance and sale of the Warrants to the Purchaser.

  • Cancellation of Treasury Shares Each share of Company Common Stock held in the Company treasury and each share of Company Common Stock, if any, owned by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

  • Availability of Authorized but Unissued Securities The Company will reserve and keep available that maximum number of its authorized but unissued securities that are issuable upon the exercise of any of the Warrants and the Private Placement Warrants outstanding from time to time and upon the conversion of the Founder Shares.

  • Reservation of Authorized Shares As of the effective date of this Agreement and for the remaining period during which the Note is outstanding and the Warrant is exercisable for shares of the Company, the Company will reserve from its authorized and unissued common stock a sufficient number of shares, and not less than 30,000,000 common shares from time to time, to provide for the issuance of common stock upon the full conversion of the Note and the full exercise of the Warrant. The Company represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Company agrees that its issuance of the Note and the Warrant constitutes full authority to its officers, agents and transfer agents who are charged with the duty of executing and issuing shares to execute and issue the necessary shares of common stock upon the conversion of the Note and the exercise of the Warrant. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated by the Agreement or for the issuance of the shares contemplated by the Note or the shares contemplated by the Warrant.

  • Reserved Shares; Valid Issuance The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

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