Share Authorization; Ownership Sample Clauses

Share Authorization; Ownership. (a) The AT&T Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such AT&T Shares will not be subject to any preemptive or similar rights. (b) AT&T will transfer and deliver to Comcast PC at the Closing valid title to the AT&T Shares free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the AT&T Shares, other than restrictions arising under applicable law).
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Share Authorization; Ownership. (a) Any Purchaser Qualifying Securities have been duly authorized and, if and when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any Liens and any issuance of such Purchaser Qualifying Securities will not be subject to any preemptive or similar rights. (b) Purchaser will transfer and deliver to Seller and Seller Subsidiaries at the Closing valid title to any and all of the Purchaser Qualifying Securities free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Purchaser Qualifying Securities other than restrictions arising under the Registration Rights Agreement and applicable Law).
Sample 1
Share Authorization; Ownership. Section 4.07.
Sample 1
Share Authorization; Ownership. 5 Section 4.06. NONCONTRAVENTION............................................5 Section 4.07.
Sample 1
Share Authorization; Ownership. (a) The Conversion Common Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Conversion Common Shares will not be subject to any preemptive or similar rights. (b) CCI will transfer and deliver to the Greenspun Parties at the Closing valid title to the Conversion Common Shares free and clear of any Lien or any other limitation or restriction; provided, that no representation or warranty is made with respect to any Lien or other restriction on the Conversion Common Shares as a result of any action taken, or contract entered into, by a Greenspun Party. (c) There will be no notations (other than the Communications Act Restrictions) in connection with such Conversion Common Shares or in connection with the account(s) specified in the Book Entry Notice. (d) The Conversion Common Shares will be freely tradable, in their entirety, on and as of the date of the Closing; provided that no representation or warranty is made with respect to any restriction on the Conversion Common Shares as a result of any action of, contract by, or status of a Greenspun Party.
Sample 1
Share Authorization; Ownership. (a) The Ascent Shares have been duly authorized and, if and when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any Encumbrances other than any restrictions on transfer imposed by applicable securities Laws, and any issuance of such Ascent Shares will not be subject to any preemptive or similar rights. (b) Ascent will transfer and deliver at the Closing valid title to the Ascent Shares, free and clear of any Encumbrance, other than restrictions arising under applicable Law, arising under this Agreement, or created by the Sellers’ Representative, any Seller, any Blocker Seller or any of their respective Affiliates.
Sample 1

Related to Share Authorization; Ownership

  • Authorization, Etc This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Authorization of the Common Shares The Common Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

  • Authorization of the Common Stock The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

  • Authorization of Services a. The Contractor and its subcontractors shall have in place, and follow, written authorization policies and procedures. b. The Contractor shall have in effect mechanisms to ensure consistent application of review criteria for authorization decisions. c. The Contractor shall consult with the requesting provider for medical services when appropriate. d. Any decision to deny a service authorization request or to authorize a service in an amount, duration, or scope that is less than requested, shall be made by an individual who has appropriate expertise in addressing the beneficiary’s medical and behavioral health.

  • Organizational Power; Authorization The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action. This Agreement has been duly executed and delivered by the Borrower, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Authorization of the Shares The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

  • Power; Authorization Such Investor has all requisite power and authority to execute and deliver this Agreement. This Agreement, when executed and delivered by such Investor, will constitute a valid and legally binding obligation of such Investor, enforceable in accordance with its respective terms, except as: (a) limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; and (b) limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

  • Power; Due Authorization; Binding Agreement The Stockholder has all requisite legal capacity, power and authority to execute and deliver this Agreement, to perform his obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors rights generally and equitable principles of general applicability.

  • Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company.

  • Organization; Due Authorization If such Sponsor is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Sponsor Agreement and the consummation of the transactions contemplated hereby are within such Sponsor’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor. If such Sponsor is an individual, such Sponsor has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Sponsor Agreement has been duly executed and delivered by such Sponsor and, assuming due authorization, execution and delivery by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Sponsor Agreement is being executed in a representative or fiduciary capacity, the Person signing this Sponsor Agreement has full power and authority to enter into this Sponsor Agreement on behalf of the applicable Sponsor.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!