Non-Assessable Shares Clause Samples

Non-Assessable Shares. The Securities being issued hereunder will be duly authorized and, when issued to the Purchaser for the consideration herein provided, will be validly issued, fully paid and non-assessable.
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Non-Assessable Shares. The Securities being issued hereunder have been ---------------------- duly authorized and, the Shares, when issued to the Purchasers for the consideration herein provided, and the shares of Common Stock issued upon the proper exercise of the Warrants, will be validly issued, fully paid and non-assessable. SECTION III
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Non-Assessable Shares. All of the shares of Common Stock to be issued upon any Conversion of the unpaid amount due under any Advances shall be, when issued, duly authorized, validly issued, fully paid, non-assessable free and clear of all liens, pledges, security interests, charges and encumbrances.
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Non-Assessable Shares. The Securities being issued hereunder, subject to the Company’s receipt of stockholder approval for an increase in the number of its authorized shares, will be duly authorized and, the Shares, when issued to the Purchaser for the consideration herein provided, and the shares of Common Stock issued upon the proper exercise of the Warrants, will be validly issued, fully paid and non-assessable.
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Related to Non-Assessable Shares

  • Certificates Nonassessable and Fully Paid It is the intention of the Depositor that Certificateholders shall not be personally liable for obligations of the Trust Fund, that the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever, and that the Certificates, upon due authentication thereof by the Trustee pursuant to this Agreement, are and shall be deemed fully paid.

  • Trust Certificates Nonassessable and Fully Paid Certificateholders shall not be personally liable for obligations of the Issuer. The interests represented by the Trust Certificates shall be nonassessable for any losses or expenses of the Issuer or for any reason whatsoever, and, upon the authentication thereof by the Owner Trustee pursuant to Section 3.03, 3.04 or 3.05, the Trust Certificates are and shall be deemed fully paid.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Founder Shares In July 2024, K&F Growth Acquisition LLC II, a Delaware limited liability company (the “Sponsor”), purchased from the Company 9,583,333 Class B ordinary shares (the “Founder Shares”), for an aggregate consideration of $25,000, in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earliest of: (i) one year following the consummation of the Business Combination; (ii) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination; or (iii) subsequent to the consummation of a Business Combination, the date on which the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period commencing at least 150 days after our initial business combination, or the date on which we consummate a transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,250,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding Class A Ordinary Shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (not including the Private Placement Shares).

  • Initial Shares As used herein, “Initial Shares” means 229,865 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.