Common use of No Legal Impediment to Issuance and Sale Clause in Contracts

No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any Additional Closing Date, as the case may be, prevent the issuance, sale or delivery of the Closing Units or the Option Securities by the Company; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or any Additional Closing Date, as the case may be, prevent the issuance, sale or delivery of the Closing Units or the Option Securities.

Appears in 11 contracts

Samples: Underwriting Agreement (Sacks Parente Golf, Inc.), Underwriting Agreement (Sacks Parente Golf, Inc.), Underwriting Agreement (Expion360 Inc.)

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No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares by the Company or the Option Securities sale of the Shares by the CompanySelling Stockholders; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares by the Company or the Option Securitiessale of the Shares by the Selling Stockholders.

Appears in 6 contracts

Samples: Underwriting Agreement (StandardAero, Inc.), Underwriting Agreement (StandardAero, Inc.), Underwriting Agreement (RayzeBio, Inc.)

No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any Additional Closing Date, as the case may be, prevent the issuance, sale or delivery of the Closing Units Firm Securities or the Option Securities by the Company; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or any Additional Closing Date, as the case may be, prevent the issuance, sale or delivery of the Closing Units Firm Securities or the Option Securities.

Appears in 4 contracts

Samples: Underwriting Agreement (Volcon, Inc.), Underwriting Agreement (Volcon, Inc.), Underwriting Agreement (Volcon, Inc.)

No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Primary Shares or the sale of the Secondary Shares and Option Securities by the CompanyShares; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Primary Shares by the Company or the sale of the Secondary Shares and Option SecuritiesShares by the Selling Stockholders.

Appears in 3 contracts

Samples: Underwriting Agreement (Disco (Guernsey) Holdings L.P. Inc.), Underwriting Agreement (Accenture PLC), Underwriting Agreement (Duck Creek Technologies, Inc.)

No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares by the Company or the Option Securities sale of the Shares by the CompanySelling Stockholder; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares by the Company or the Option Securitiessale of the Shares by the Selling Stockholder.

Appears in 3 contracts

Samples: Underwriting Agreement (TPG Partners, LLC), Underwriting Agreement (AssetMark Financial Holdings, Inc.), Underwriting Agreement (NanoString Technologies Inc)

No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any the applicable Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units or the Option Securities by the CompanyOffered ADSs; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or any the applicable Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares or the Option SecuritiesOffered ADSs.

Appears in 2 contracts

Samples: Underwriting Agreement (BioNTech SE), Underwriting Agreement (BioNTech SE)

No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any Additional Closing Date, as the case may be, prevent the issuance, sale or delivery of the Closing Units Shares or the Option Securities Shares by the Company; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or any Additional Closing Date, as the case may be, prevent the issuance, sale or delivery of the Closing Units Shares or the Option SecuritiesShares.

Appears in 2 contracts

Samples: Underwriting Agreement (Cyngn Inc.), Underwriting Agreement (Cyngn Inc.)

No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any Additional Closing Date, as the case may be, prevent the issuance, sale or delivery of the Closing Units Shares, the Closing Pre-funded Warrants or the Option Securities Shares by the Company; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or any Additional Closing Date, as the case may be, prevent the issuance, sale or delivery of the Closing Units Shares, the Closing Pre-funded Warrants or the Option SecuritiesShares.

Appears in 2 contracts

Samples: Underwriting Agreement (BTC Digital Ltd.), Underwriting Agreement (Sacks Parente Golf, Inc.)

No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares or the Option Securities sale of the Shares by the CompanySelling Stockholders; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares by the Company or the Option Securitiessale of the Shares by the Selling Stockholders.

Appears in 1 contract

Samples: Underwriting Agreement (Nextracker Inc.)

No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority (including stock exchange authorities) that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units or the Option Securities by the CompanyOffered ADSs; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units or the Option SecuritiesOffered ADSs.

Appears in 1 contract

Samples: Underwriting Agreement (Molecular Partners Ag)

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No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any the applicable Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Underwritten ADSs or the sale of the Option Securities by the CompanyADSs; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or any the applicable Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares or the Option SecuritiesOffered ADSs.

Appears in 1 contract

Samples: Underwriting Agreement (BioNTech SE)

No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, United States federal or state or foreign non-United States governmental or regulatory authority that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares by the Company or the Option Securities sale of the Shares by the CompanySelling Shareholder; and no injunction or order of any federal, United States federal or state or foreign non-United States court shall have been issued that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares by the Company or the Option Securitiessale of the Shares by the Selling Shareholders.

Appears in 1 contract

Samples: Underwriting Agreement (Similarweb Ltd.)

No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units or the Option Securities Shares by the CompanyCompany or sale of the Shares by the Selling Stockholders; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares by the Company or sales of the Option SecuritiesShares by the Selling Stockholders.

Appears in 1 contract

Samples: Underwriting Agreement (Guardant Health, Inc.)

No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares by the Company or the Option Securities sale of the Shares by the CompanySelling Shareholders; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares by the Company or the Option Securitiessale of the Shares by the Selling Shareholders.

Appears in 1 contract

Samples: Underwriting Agreement (Vtex)

No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, United States federal or state or foreign non-United States governmental or regulatory authority that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares by the Company or the Option Securities sale of the Shares by the CompanySelling Shareholder; and no injunction or order of any federal, United States federal or state or foreign non-United States court shall have been issued that would, as of the Closing Date or any the Additional Closing Date, as the case may be, prevent the issuance, issuance or sale or delivery of the Closing Units Shares by the Company or the Option Securitiessale of the Shares by the Selling Shareholder.

Appears in 1 contract

Samples: Underwriting Agreement (Similarweb Ltd.)

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