Securities To Be Sold. 2.8.2.1. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities 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 action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be.
2.8.2.2. The Representative’s Shares have been duly authorized, duly and validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Representative’s 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 action required to be taken for the authorization, issuance and sale of the Representative’s Shares has been duly and validly taken. The Representative’s Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be.
2.8.2.3. The Private Securities (and underlying securities) have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Subscription Agreements, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Private Securities 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 action required to be taken for the authorization, issuance and sale of the Private Securities has been duly and validly taken. The Private Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be. The offer and sale of the Private Securities was exem...
Securities To Be Sold. No later than the closing of business, Pacific time, on the business day immediately preceding the Closing Time, the Selling Stockholder will deliver the Transfer Agreement and make arrangements (reasonably satisfactory to the Underwriter), which arrangements shall be irrevocable without the consent of Barclays, for delivery (a) on the Closing Time of the Initial Securities to be sold by the Selling Stockholder on the Closing Date to the Company’s transfer agent and contemporaneous credit to the account of the Underwriter of such Initial Securities and (b) on any Date of Delivery of the applicable number of Option Securities to the Company’s transfer agent and contemporaneous credit to the account of the Underwriter of such number of Option Securities set forth in the applicable overallotment option notice delivered by Barclays pursuant to Section 3(b) hereof. The obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law or the occurrence of any other event.
Securities To Be Sold. Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 1.4 hereof, the Selling Shareholder shall sell and deliver to the Purchaser good, valid and marketable title to the Shares, free and clear of all liabilities, obligations, claims, liens and encumbrances, by delivering to the Purchaser one or more stock certificates representing the Shares, duly endorsed in blank or accompanied by one or more stock powers duly endorsed in blank, and in form for transfer satisfactory to counsel for the Purchaser.
Securities To Be Sold. Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 1.4 hereof, the Selling Shareholders shall sell and deliver to the Purchaser good, valid and marketable title to the Shares, free and clear of all liabilities, obligations, claims, liens and encumbrances, by delivering to the Purchaser one or more stock certificates representing the Shares, duly endorsed in blank or accompanied by one or more stock powers duly endorsed in blank, in either case with medallion signature guarantees, in the name of the Purchaser and in form for transfer satisfactory to counsel for the Purchaser.
Securities To Be Sold. Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 5 hereof, the Seller is selling and delivering to the Company good, valid, and marketable title to the Securities, by delivering to the Company stock certificates, warrant certificates, or any other applicable instrument representing such Securities, duly endorsed in blank or accompanied by one or more stock powers or instruments of transfer duly endorsed in blank, and in form for transfer satisfactory to the Company. If any Securities are held in registered or electronic form, then the Seller will promptly electronically transfer such Securities to the Company in accordance with written instructions provided by the Company.
Securities To Be Sold. Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 1.4 hereof, the Seller and Xxxxxxxxx shall sell and deliver to the Purchaser good, valid and marketable title to the Securities, free and clear of all liabilities, obligations, claims, liens and encumbrances, by delivering to the Purchaser one or more stock certificates representing the Shares, duly endorsed in blank or accompanied by one or more stock powers duly endorsed in blank, and in form for transfer satisfactory to counsel for the Purchaser and by delivering a written assignment of the Warrant and by delivering an assignment of any other residual securities of the Company held by Xxxxxxxxx, and any necessary consents to assignment, in form satisfactory to counsel for the Purchaser.
Securities To Be Sold. Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 4 hereof, the Seller (a) is selling and delivering to the Company good, valid and marketable title to the Preferred Shares, by delivering to the Company by delivering to the Company stock certificates, representing such Preferred Shares, duly endorsed in blank or accompanied by one or more stock powers duly endorsed in blank, and in form for transfer satisfactory to the Company, and (b) is granting the Option by executing and delivering the Option Agreement to the Company.
Securities To Be Sold. Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 4 hereof, the Seller is selling and delivering to the Company good, valid and marketable title to the Shares, by delivering to the Company by delivering to the Company stock certificates, representing such Shares, duly endorsed in blank or accompanied by one or more stock powers duly endorsed in blank, and in form for transfer satisfactory to the Company. If any Shares are held in registered or electronic form, the Seller will promptly electronically transfer such Shares to the Company in accordance with written instructions provided by the Company.
