Valid Issuance 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 pursuant to this Agreement against payment of the consideration set forth herein or in the applicable Terms Agreement, will be validly issued, fully paid and non-assessable, and conform to the description thereof contained in the Prospectus.
Appears in 3 contracts
Samples: Equity Distribution Agreement (3d Systems Corp), Equity Distribution Agreement (Targa Resources Corp.), Equity Distribution Agreement (Targa Resources Corp.)
Valid Issuance of the Shares. The Shares have been are duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to in accordance with this Agreement against payment of the consideration set forth herein or in the applicable Terms Agreement, will be duly and validly issued, fully paid and non-assessablenonassessable, free and conform clear of all liens and shall not be subject to the description thereof contained in the Prospectuspreemptive or similar rights of stockholders.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Align Technology Inc), Stock Purchase Agreement (Danaher Corp /De/)
Valid Issuance of the Shares. The Shares have been are duly authorized for issuance authorized, and sale pursuant to this Agreement and, when issued and delivered paid for by the Company pursuant to Investor in accordance with the terms of this Agreement against payment of the consideration set forth herein or in the applicable Terms Agreement, will be validly issued, fully paid and non-assessable, and conform to the description thereof contained in the Prospectus.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (SCG Financial Acquisition Corp.), Common Stock Purchase Agreement (SCG Financial Acquisition Corp.)
Valid Issuance of the Shares. The Shares have been are duly and validly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company paid for pursuant to this Agreement against payment of the consideration set forth herein or in the applicable Terms Agreement, will be validly issued, fully paid and non-assessable, and conform to shall be free and clear of all encumbrances and restrictions (other than those created by the description thereof contained Investor), except for restrictions on transfer set forth in the Prospectusthis Agreement or imposed by applicable securities laws.
Appears in 2 contracts
Samples: Subscription Agreement (Flux Power Holdings, Inc.), Subscription Agreement (Flux Power Holdings, Inc.)
Valid Issuance of the Shares. The Shares to be sold to the Purchasers pursuant to the terms of this Agreement have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein or in the applicable Terms Agreement, will be are validly issued, fully paid and non-assessable, and conform to the description thereof contained in the Prospectusnonassessable.
Appears in 1 contract
Samples: Securities Purchase Agreement (Warburg Pincus Investors Lp)