Common use of The Placement Shares Clause in Contracts

The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly authorized and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfied.

Appears in 5 contracts

Samples: Sales Agreement (Mersana Therapeutics, Inc.), Sales Agreement (Mersana Therapeutics, Inc.), Sales Agreement (Mersana Therapeutics, Inc.)

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The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfied.

Appears in 3 contracts

Samples: Sales Agreement (Rapid Micro Biosystems, Inc.), Sales Agreement (iTeos Therapeutics, Inc.), Sales Agreement (CARGO Therapeutics, Inc.)

The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfiedrights.

Appears in 3 contracts

Samples: Sales Agreement (Terns Pharmaceuticals, Inc.), Common Stock Sales Agreement (Invitae Corp), Sales Agreement (Invitae Corp)

The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfiedwaived.

Appears in 3 contracts

Samples: Common Stock Sales Agreement (Edgewise Therapeutics, Inc.), Common Stock Sales Agreement (Edgewise Therapeutics, Inc.), Common Stock Sales Agreement (Edgewise Therapeutics, Inc.)

The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly authorized and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable non-assessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfiedrights.

Appears in 2 contracts

Samples: Sales Agreement (Sangamo Therapeutics, Inc), Sales Agreement (Sangamo Biosciences Inc)

The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly authorized and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable non-assessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfiedwaived.

Appears in 2 contracts

Samples: Sales Agreement (Corbus Pharmaceuticals Holdings, Inc.), Sales Agreement (Corbus Pharmaceuticals Holdings, Inc.)

The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable non-assessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the . The issuance of the Placement Shares is not subject to any preemptive pre-emptive or similar rights that have not been duly irrevocably waived or satisfiedvalidly excluded.

Appears in 2 contracts

Samples: Sales Agreement (InflaRx N.V.), Sales Agreement (InflaRx N.V.)

The Placement Shares. The Placement Shares to be issued and sold delivered by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfiedwaived.

Appears in 2 contracts

Samples: Sales Agreement (Elevation Oncology, Inc.), Sales Agreement (Elevation Oncology, Inc.)

The Placement Shares. The Placement Shares to be issued and sold delivered by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfied.

Appears in 2 contracts

Samples: Sales Agreement (Stoke Therapeutics, Inc.), Sales Agreement (Stoke Therapeutics, Inc.)

The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable non-assessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfied.

Appears in 2 contracts

Samples: Sales Agreement (Relay Therapeutics, Inc.), Sales Agreement (Relay Therapeutics, Inc.)

The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly authorized and, when issued and delivered by the Company and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and or the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfied.

Appears in 1 contract

Samples: Sales Agreement (Quanterix Corp)

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The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for pursuant to a Placement Notice as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfiedrights.

Appears in 1 contract

Samples: Sales Agreement (Axcella Health Inc.)

The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly and validly authorized and, when issued and delivered and paid for against payment therefor as provided herein, will be duly and validly issued, will be fully paid paid, non-assessable and nonassessable free and clear of any preemptive or other similar rights, and will conform in all material respects to the descriptions description thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfiedrights.

Appears in 1 contract

Samples: Sales Agreement (Sutro Biopharma, Inc.)

The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly and validly authorized and, when issued and delivered and paid for against payment therefor as provided herein, will be duly and validly issued, will be fully paid and nonassessable non-assessable and will conform in all material respects to the descriptions thereof description of the Common Stock contained in the latest dated of the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfied.

Appears in 1 contract

Samples: Equity Distribution Agreement (Penns Woods Bancorp Inc)

The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly authorized and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfiedrights.

Appears in 1 contract

Samples: Equity Distribution Agreement (Ramco Gershenson Properties Trust)

The Placement Shares. The Placement Shares to be issued and sold by the Company hereunder have been duly and validly authorized and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; non-assessable, and the issuance of the Placement Shares is will not be subject to any preemptive or similar rights that have not been duly waived or satisfiedrights.

Appears in 1 contract

Samples: Sales Agreement (Affymetrix Inc)

The Placement Shares. The Placement Shares to be Shares, when issued and sold delivered by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus; and the issuance of the Placement Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfied.

Appears in 1 contract

Samples: Sales Agreement (Singular Genomics Systems, Inc.)

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