Common use of Validly Issued Shares Clause in Contracts

Validly Issued Shares. The Shares to be sold by the Company have been duly authorized and, when issued and delivered by the Company in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or to purchase or acquire any shares of Common Stock of the Company or any of its subsidiaries, or any such rights pursuant to its certificate of incorporation or bylaws or any agreement or instrument to or by which the Company or any of its subsidiaries is a party or bound.

Appears in 4 contracts

Samples: Underwriting Agreement (Allion Healthcare Inc), Underwriting Agreement (Allion Healthcare Inc), Underwriting Agreement (Allion Healthcare Inc)

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Validly Issued Shares. The Shares to be sold by the Company have been duly authorized and, when issued and delivered by the Company in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or to purchase or acquire any shares of Common Stock of the Company or any of its subsidiaries, subsidiaries or any such rights pursuant to its certificate of incorporation or bylaws by-laws or any agreement or instrument to or by which the Company or any of its subsidiaries is a party or bound.

Appears in 1 contract

Samples: Underwriting Agreement (Xenogen Corp)

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Validly Issued Shares. The Shares to be sold by the Company have been duly authorized and, when issued and delivered by the Company in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or to purchase or acquire any shares of Common Stock of the Company or any of its subsidiaries, Subsidiaries or any such rights pursuant to its certificate of incorporation or Table of Contents bylaws or any agreement or instrument to or by which the Company or any of its subsidiaries is a party or bound.

Appears in 1 contract

Samples: Underwriting Agreement (Buy Com Inc)

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