Valid Issue of Securities Sample Clauses

Valid Issue of Securities. All necessary corporate action has been taken or will have been taken by Cordoba prior to the Closing Date to duly authorize and conditionally allot for issuance to HPX the Consideration Securities which, when issued in accordance with the terms of this Agreement, will be validly issued as fully paid and non-assessable securities of Cordoba and will have been issued to HPX in compliance with all applicable Laws, including applicable securities Laws. All necessary corporate actions has been taken or will have been taken by Cordoba prior to the Closing Date to validly reserve for issuance the Cordoba Shares to be issued to HPX upon valid exercise of the Cordoba Warrants. All consents, approvals, permits, authorizations or filings as may be required under applicable securities Laws or under the rules of the TSX-V necessary for the execution and delivery of, and the performance by Cordoba of its obligations hereunder, have been made or obtained or will be made or obtained, as applicable, prior to the time of Closing.
Sample 1
AutoNDA by SimpleDocs
Valid Issue of Securities. At Closing, all necessary corporate action will have been taken or will be taken by Purchaser to duly authorize all issuances to Sellers of the Purchaser Shares. At Closing, all necessary corporate action will have been taken by Purchaser to allot for issuance to Sellers the Purchaser Shares to be issued as herein provided and, upon Closing, the Purchaser Shares will be validly issued as fully paid and non-assessable shares in compliance with all applicable Laws, including applicable securities Laws. At Closing, all consents, approvals, permits, authorizations or filings as may be required under applicable securities Laws or from the TSX necessary for the execution and delivery of, and the performance by Purchaser of its obligations hereunder (including the issuance to Sellers of the Purchaser Shares) will have been made or obtained.
Sample 1
Valid Issue of Securities. 22 ARTICLE 5 - PRE-CLOSING COVENANTS OF THE PARTIES............................22
Sample 1
Valid Issue of Securities. (a) All necessary corporate action has been taken or will be taken by Teleplus Enterprises prior to the Closing Date to duly authorize all issuances to the Vendor of the Teleplus Shares.
Sample 1

Related to Valid Issue of Securities

  • Issue of Securities All necessary corporate action has been taken, or will be taken before Closing, to authorize the issue and sale of, and the delivery of certificates representing, the Offered Shares and Compensation Options and, upon payment of the requisite consideration therefor, the Offered Shares and Compensation Option Shares will be validly issued as fully paid and non-assessable Common Shares.

  • Valid Issuance of Securities The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

  • Issuance of Securities The Convertible Debentures are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and charges with respect to the issue thereof. The Conversion Shares issuable upon conversion of the Convertible Debentures have been duly authorized and reserved for issuance. Upon conversion or exercise in accordance with the Convertible Debentures the Conversion Shares will be duly issued, fully paid and nonassessable.

  • Sale of Securities Promptly upon each sale of Securities by the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any), or other units sold, (iii) the date of sale and settlement, (iv) the sale price per unit, (v) the total amount payable upon such sale, and (vi) the person to whom such Securities are to be delivered. Upon receipt of the total amount payable to the Fund as specified in such Written Instructions, the Custodian shall deliver such Securities to the person specified in such Written Instructions. Subject to the foregoing, the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities.

  • Resale of Securities (a) Each of the Investors severally covenants that it will not sell or otherwise transfer the Securities except pursuant to an effective registration under the Securities Act or in a transaction which, in the opinion of counsel reasonably satisfactory to the Company, qualifies as an exempt transaction under the Securities Act and the rules and regulations promulgated thereunder.

  • Purchases of Securities PFPC Trust shall settle purchased securities upon receipt of Oral Instructions or Written Instructions that specify:

  • Resales of Securities The Investor represents, warrants and covenants that it will resell Securities purchased or acquired by the Investor from the Company pursuant to this Agreement only pursuant to the Registration Statement in which the resale of such Securities is registered under the Securities Act and the Prospectus contained therein, in a manner described under the caption “Plan of Distribution” in such Registration Statement and Prospectus, and in a manner in compliance with all applicable U.S. federal and applicable state securities laws, rules and regulations.

  • Exchange of Securities Upon receipt of Instructions, the Custodian will exchange Securities held by it for a Fund for other Securities or cash paid in connection with any reorganization, recapitalization, merger, consolidation, conversion, or similar event, and will deposit any such Securities in accordance with the terms of any reorganization or protective plan. Unless otherwise directed by Instructions, the Custodian is authorized to exchange Securities held by it in temporary form for Securities in definitive form, to surrender Securities for transfer into a name or nominee name as permitted in Section 4(b)(2), to effect an exchange of shares in a stock split or when the par value of the stock is changed, to sell any fractional shares, and, upon receiving payment therefor, to surrender bonds or other Securities held by it at maturity or call.

  • Reissuance of Securities The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:

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