Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreements, as a result of any action by the Investor or under federal or state securities Laws.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Arvinas, Inc.), Stock Purchase Agreement (Regeneron Pharmaceuticals, Inc.), Letter Agreement (Plug Power Inc)
Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive pre-emptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreements, as a result of any action by the Investor or under federal or state securities Laws.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Voyager Therapeutics, Inc.), Stock Purchase Agreement (Voyager Therapeutics, Inc.), Stock Purchase Agreement (Neurocrine Biosciences Inc)
Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, transfer (including preemptive rights, rights of first refusal or other similar rights), other than as arising pursuant to except restrictions imposed by the Transaction Agreements, as a result of any action by the Investor or Agreements and under federal or state securities Laws.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Jounce Therapeutics, Inc.), Share Purchase Agreement (Scholar Rock Holding Corp)
Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction AgreementsInvestor Agreement, as a result of any action by the Investor or under federal or state securities Laws.
Appears in 1 contract
Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Purchased Shares shall be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreementsthis Agreement, as a result of any action by the Investor or under federal or state securities Laws.
Appears in 1 contract
Samples: Subscription Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Valid Issuance of Shares. When issuedThe Shares have been duly authorized and, sold when issued and delivered at the Closing paid for in accordance compliance with the terms hereof for provisions of this Agreement as of the Aggregate Purchase PriceClosing, the Shares shall will be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreements, as a result of any action by the Investor or under federal or state securities Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Arrowhead Pharmaceuticals, Inc.)
Valid Issuance of Shares. When issued, sold issued and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Pricehereof, the Shares shall be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreements, as a result of any action by the Investor CKD or under federal or state securities Lawslaws.
Appears in 1 contract
Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreementsthis Agreement, as a result of any action by the Investor or under federal or state securities Laws.
Appears in 1 contract
Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall be duly authorized, validly issued, fully paid and nonassessable, nonassessable and free from any liens, encumbrances or restrictions on transfer, including preemptive pre-emptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreements, as a result of any action by the Investor or under federal or state securities Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Neurocrine Biosciences Inc)
Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreements, as a result of any action by the Investor Agreement or under federal or state securities Laws.
Appears in 1 contract
Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Pricehereof, the Shares shall be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreementsthis Agreement, as a result of any action by the any Investor or under federal or state securities Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alnylam Pharmaceuticals, Inc.)
Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreementsthis Agreement, as a result of any action by the Investor or under federal or state securities Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Intellia Therapeutics, Inc.)
Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall will be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreements, rights as a result of any action by the Investor Purchaser or under federal or state securities Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (SpringWorks Therapeutics, Inc.)
Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreements, solely as a result of any action by the Investor or under federal or state securities Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Tracon Pharmaceuticals, Inc.)
Valid Issuance of Shares. When issued, sold and delivered at the applicable Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreements, as a result of any action by the Investor or under federal or state securities Laws.
Appears in 1 contract
Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall will be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction AgreementsInvestor Agreement, as a result of any action by the Investor or under federal or state securities Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alnylam Pharmaceuticals, Inc.)
Valid Issuance of Shares. When allotted, issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall be duly authorized, validly issued, fully paid paid, non-assessable, and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction AgreementsInvestor Agreement and the Organizational Documents, as a result of any action by the Investor or under federal or state securities Laws.
Appears in 1 contract
Valid Issuance of Shares. When issued, sold and delivered at the Closing in accordance with the terms hereof for the Aggregate Purchase Price, the Shares shall will be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreements, rights as a result of any action by the Investor or under federal or state securities Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Entrada Therapeutics, Inc.)