Duly Issued Sample Clauses
The 'Duly Issued' clause defines the requirement that any shares, securities, or instruments referenced in an agreement must be properly authorized, created, and distributed in accordance with applicable laws and corporate procedures. In practice, this means that the company must have followed all necessary steps, such as board approvals and regulatory filings, before issuing the securities to ensure their legal validity. This clause serves to protect parties by confirming that the instruments they receive are legitimate and enforceable, thereby reducing the risk of future disputes over their authenticity or compliance.
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Duly Issued.ÌýThe shares of the Common Stock issuable upon conversion of the Debentures, upon such conversion, will be validly issued, fully paid and nonassessable.
Duly Issued.ÌýUpon issuance and delivery to the Investor of the Investor’s Common Stock against payment of the purchase price therefore pursuant to this Agreement, such shares will be validly issued, fully paid and non-assessable shares of Common Stock, and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.
Duly Issued.ÌýAll of the outstanding shares of capital stock of the Company are duly and validly authorized and issued, fully paid and non-assessable and all outstanding warrants representing binding obligations of the Company to issue additional shares in accordance with the terms thereof.
Duly Issued.ÌýUpon issuance and delivery to the Investor of the Debenture (and the Debenture Shares) and the Warrant (and the Warrant Shares) against payment of the purchase price therefore, such securities will be validly issued, fully paid and non-assessable, and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.
Duly Issued.ÌýThe FLP 4 Accounts that are being issued to each Participant hereunder, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly and validly issued and free and clear of all liens and restrictions on transfer other than (1) restrictions on transfer as described herein, under the Partnership LPA or under applicable federal and state securities laws, and (2) liens created by a Participant or its affiliates.
Duly Issued.ÌýUpon issuance by Diagnostics of the Distribution Shares, such shares will be validly issued, fully paid and non-assessable, and will vest in their holders legal and valid title to the Distribution Shares, free and clear of all liens, security interests, restrictions, options, proxies, voting trusts or other encumbrances.
Duly Issued.ÌýAll of the Aero Shares when issued under the terms hereof will be duly and validly authorized and issued, fully paid, non-assessable outstanding capital stock of the Company.
Duly Issued.ÌýThe shares of the Common Stock issuable upon exercise of the Warrants, upon such exercise and upon payment of the Warrant Price provided therein, will be validly issued, fully paid and nonassessable.
Duly Issued.ÌýAll of the issued and outstanding shares of Common Stock have been duly authorized, are validly issued, fully paid and non-assessable and were issued in compliance with applicable federal and state securities laws. Upon issuance and delivery to each of the Investors of the number of shares of the Common Stock set forth opposite each Investor's name on Schedule A against payment of the purchase price therefor pursuant to this Agreement, such shares will be validly issued, fully paid and non-assessable.
Duly Issued.ÌýAll of the issued and outstanding shares of Common Stock have been duly authorized, are validly issued, fully paid and non- assessable. Upon issuance and delivery to each of the Investors of the number of shares of the Series A Preferred Stock and Common Stock set forth opposite each Investor's name on Schedule A against payment of the purchase price therefor pursuant to this Agreement, such shares will be validly issued, fully paid and non-assessable. The shares of Series A Preferred Stock, upon issuance pursuant to this Agreement, will have the rights and preferences set forth in the Certificate of Designation. The shares of Common Stock issuable upon conversion of the Series A Preferred Stock have been reserved for issuance based upon the initial Conversion Price (as defined in the Certificate of Designation), and when issued upon conversion, will be duly authorized, validly issued and outstanding, fully paid and nonassessable.