Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 11 contracts
Samples: Subscription Agreement (EZRaider Co.), Subscription Agreement (EZRaider Co.), Securities Purchase Agreement (Tranzyme Inc)
Issuance of the Shares. The issuance of the Shares have has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Grandsouth Bancorporation), Securities Purchase Agreement (Bay Banks of Virginia Inc), Securities Purchase Agreement (First Mid Illinois Bancshares Inc)
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Mri Interventions, Inc.), Securities Purchase Agreement (Veracyte, Inc.), Share Purchase Agreement (Capricor Therapeutics, Inc.)
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Rallybio Corp), Securities Purchase Agreement (Rallybio Corp), Securities Purchase Agreement (Bluefly Inc)
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all LiensEncumbrances imposed or permitted by the Company, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 3 contracts
Samples: Subscription Agreement (Opexa Therapeutics, Inc.), Subscription Agreement (Signal Genetics, Inc.), Subscription Agreement (Celladon Corp)
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities lawslaws and other than any Liens imposed by the Purchasers, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 3 contracts
Samples: Securities Purchase Agreement (AtriCure, Inc.), Securities Purchase Agreement (Metalico Inc), Securities Purchase Agreement (Ivivi Technologies, Inc.)
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentshereof, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liensliens suffered or permitted by the Company, other than restrictions on transfer provided for in the Transaction Documents herein or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this AgreementSections 3.2(c) through (h) herein, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 2 contracts
Samples: Share Purchase Agreement (Netlist Inc), Share Purchase Agreement (Netlist Inc)
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, Liens other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal federal, state and state foreign securities laws.
Appears in 2 contracts
Samples: Share Purchase Agreement (Solarfun Power Holdings Co., Ltd.), Share Purchase Agreement (Hanwha Solar Holdings Co., Ltd.)
Issuance of the Shares. The Shares have been duly authorized andShares, when issued and paid for pursuant to this Agreement in accordance with the terms of the Transaction Documents, are or will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, liens other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, laws and shall not be subject to preemptive or similar rightsrights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this AgreementPurchaser, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Issuance of the Shares. The issuance of the Shares have has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, Documents will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities lawsLaws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities lawsLaws.
Appears in 1 contract
Issuance of the Shares. The Shares have been duly authorized and, when When issued to and paid for by the Purchasers in accordance with the terms of the Transaction Documents, the Shares will be duly and validly authorized and issued, fully paid and nonassessable and free freely transferable (except to the extent of any resale restrictions under the Securities Act and clear of all Liens, any other than restrictions on transfer provided for in the Transaction Documents applicable federal or imposed by applicable securities laws, state laws restricting transfer) and shall not be subject to preemptive or similar rightsno claim of right. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the offer and sale of the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Form of Stock Purchase Agreement (Blue Ridge Bankshares, Inc.)
Issuance of the Shares. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, the Shares will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares Securities will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (Daystar Technologies Inc)
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable and free and clear of all LiensLiens suffered or permitted by the Company, other than restrictions on transfer provided for in the Transaction Documents this Agreement or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Creditor in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Debt Repayment Agreement (Twinlab Consolidated Holdings, Inc.)
Issuance of the Shares. The Shares have been duly authorized ----------------------- and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of shareholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (DigitalFX International Inc)
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents herein or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alpine Immune Sciences, Inc.)
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, Liens other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, laws and shall not be subject to preemptive or similar rightsrights of shareholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sonic Innovations Inc)
Issuance of the Shares. The issuance of the Shares have been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: SBM Financial, Inc.
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Celgene Parties in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Share Purchase Agreement and Omnibus Amendment (Juno Therapeutics, Inc.)
Issuance of the Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued issued, delivered and paid for in accordance with the terms of the Transaction Documentsas provided herein, will be duly and validly issued, issued and fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities lawsnonassessable, and shall the issuance of the Shares is not be subject to preemptive any pre-emptive or similar rightsrights that have not been duly waived or satisfied. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (CARGO Therapeutics, Inc.)
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive rights, rights of first offer or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Maxwell Technologies Inc)
Issuance of the Shares. The issuance of the Shares have has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities lawslaws and any Liens created by a Purchaser, and shall not be subject to preemptive or similar rightsrights that have not been waived. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (MidWestOne Financial Group, Inc.)
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Subscriber in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: License Agreement (Verastem, Inc.)
Issuance of the Shares. The issuance of the Shares have has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents Section 4.1 or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Issuance of the Shares. The issuance of the Purchased Shares have has been duly authorized andand the Purchased Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable paid, and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities lawsLaws, restrictions contemplated by this Agreement and Liens, if any, created by the Purchaser, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the The Purchased Shares will be issued in compliance with all applicable federal and state securities lawsLaws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Southern California Bancorp \ CA)
Issuance of the Shares. The issuance of the Shares have has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Issuance of the Shares. The issuance of the Shares have has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities lawsLaws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (Amarillo Biosciences Inc)
Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Celgene Parties in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract