Placement Shares. The Placement Shares have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the Placement Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Shares have been duly and validly taken.
Appears in 2 contracts
Samples: Underwriting Agreement (BCTG Acquisition Corp.), Underwriting Agreement (BCTG Acquisition Corp.)
Placement Shares. The Placement Shares have been duly authorized and reserved for issuance and and, when issued and paid forfor in accordance with the Subscription Agreement, will be validly issued, fully paid and non-assessable; the holders thereof will not be subject to personal liability by reason of being such holders; the Placement Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Shares have been duly and validly taken.
Appears in 1 contract
Samples: Underwriting Agreement (Pomelo Acquisition Corp LTD)
Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been or will be, prior to delivery of a Placement Notice, duly authorized and reserved for issuance and by the Company and, when issued and delivered and paid forfor as provided herein, will be duly and validly issued, will be fully paid and non-assessable; the Placement Shares are not nonassessable and will not be subject conform in all material respects to the preemptive rights of any holders of any security of descriptions thereof in the Company or similar contractual rights granted by Registration Statement and the CompanyProspectus; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Shares is not subject to any preemptive or similar rights that have not been duly and validly takenwaived.
Appears in 1 contract
Samples: Sales Agreement (Humanigen, Inc)