Issuance and Delivery of the Shares. The Shares have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. Assuming the accuracy of the representations made by each Purchaser in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Orgenesis Inc.), Securities Purchase Agreement (Orgenesis Inc.)
Issuance and Delivery of the Shares. The Shares have been duly authorized andShares, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any liens or encumbrances. Assuming the accuracy of the representations made by each Purchaser in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities 1933 Act.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Corcept Therapeutics Inc), Common Stock Purchase Agreement (Corcept Therapeutics Inc)
Issuance and Delivery of the Shares. The Shares have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, and will be free and clear of any security interests, liens or other encumbrances created by or on behalf of the Company (other than restrictions on transfer under applicable securities laws). Assuming the accuracy of the representations made by each the Purchaser in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aimmune Therapeutics, Inc.), Securities Purchase Agreement (Aimmune Therapeutics, Inc.)
Issuance and Delivery of the Shares. The Shares have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenonassessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities laws and the Voting and Standstill Agreement, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations made by each the Purchaser in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (T2 Biosystems, Inc.)
Issuance and Delivery of the Shares. The Shares have been duly authorized andShares, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any liens or encumbrances. Assuming the accuracy of the representations made by each the Purchaser in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act.
Appears in 1 contract
Issuance and Delivery of the Shares. The Shares have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, and will be free and clear of any security interests, liens or other encumbrances created by or on behalf of the Company (other than restrictions on transfer under applicable securities laws). Assuming the accuracy of the representations made by each Purchaser in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act.
Appears in 1 contract
Issuance and Delivery of the Shares. The Shares have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any liens or encumbrances. Assuming the accuracy of the representations made by each the Purchaser in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act.
Appears in 1 contract
Issuance and Delivery of the Shares. The Shares and Additional Shares have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenonassessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations made by each the Purchaser in Section 5, the offer and issuance by the Company of the Shares and Additional Shares is exempt from registration under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Clearsign Combustion Corp)
Issuance and Delivery of the Shares. The Shares have been duly authorized and, when issued issued, paid for, and paid for delivered in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. Assuming the accuracy of the representations made by each Purchaser in Section 55 hereof, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Amtrust Financial Services, Inc.)
Issuance and Delivery of the Shares. The Shares have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. Assuming the accuracy of the representations made by each the Purchaser in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sorrento Therapeutics, Inc.)
Issuance and Delivery of the Shares. The Shares have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any liens or encumbrances. Assuming the accuracy of the representations made by each Purchaser in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (SFX Entertainment, INC)
Issuance and Delivery of the Shares. The Shares have been duly authorized andShares, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any liens or encumbrances. Assuming the accuracy of the representations made by each Purchaser in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities 1933 Act...
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Corcept Therapeutics Inc)
Issuance and Delivery of the Shares. The Shares have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. Assuming the accuracy of the representations made by each Purchaser the Purchasers in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
Appears in 1 contract
Samples: Stock Purchase Agreement (Genius Brands International, Inc.)