Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the issuance and sale of the Placement Shares by the Company is not subject to preemptive or other similar rights arising by operation of law, under the organizational documents of the Company or under any agreement to which the Company or any Subsidiary is a party or otherwise.
Authorization of the Common Stock. The shares of Common Stock to be sold by Cowen under this Agreement, acting as agent and/or principal for the Company, have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company to Cowen pursuant to this Agreement, will be validly issued, fully paid and nonassessable.
Authorization of the Common Stock. The Company has authorized the issuance and sale to the Purchaser of 591,809 shares of Common Stock, having the rights and preferences set forth in the Company's Certificate of Incorporation.
Authorization of the Common Stock. The Company has authorized the issuance and sale to Purchaser of 1,111,111 shares (the "Shares") of the Company's newly issued Common Stock, par value $.01 per share (the "Common Stock").
Authorization of the Common Stock. The shares of Common Stock underlying the Underwriters’ Warrants have been duly authorized and reserved for issuance, conform in all material respects to the description thereof in the Registration Statement, the General Disclosure Package and the Prospectus and have been validly reserved for issuance and will, upon exercise of the Underwriters’ Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or be subject to preemptive or similar rights to subscribe for or purchase securities of the Company and the holders thereof will not be subject to personal liability by reason of being such holders.
Authorization of the Common Stock. The Company has authorized the issuance and sale to the (i) GTCR Purchasers of 1,720,000 shares of Common Stock, (ii) Bajaj Purchasers of 71,667 shares of Common Stock and (iii) Xxxxxxxxxx Purchaser of 5,375 shares of Common Stock, having the rights and preferences set forth in the Certificate of Incorporation.
Authorization of the Common Stock. The Placement Shares, when issued and delivered, will be 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, will be validly issued and fully paid and non-assessable; and the issuance of the Placement Shares is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same. No holder of Placement Shares will be subject to personal liability solely by reason of being such a holder. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.
Authorization of the Common Stock. The shares of Common Stock to be sold pursuant to this Agreement have been duly authorized by the Company for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of such shares of Common Stock is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase such shares of Common Stock.
Authorization of the Common Stock. (i) The authorized capital stock of the Company conforms in all material respects as to legal matters to the description thereof contained in the Registration Statement and the Prospectus; (ii) the shares of Common Stock outstanding on the date of this Agreement and any Terms Agreement have been duly authorized and are validly issued, fully paid and non-assessable, and (iii) the Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement and any Terms Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights that have not been validly waived.
