Valid issuance clause: Copy, customize, and use instantly
Introduction
A valid issuance clause outlines the conditions and assurances that securities, shares, or other equity instruments issued under an agreement are properly authorized, legally compliant, and validly issued. This clause is essential to provide confidence to investors, shareholders, and other stakeholders that the issuance complies with legal, regulatory, and contractual obligations.
Below are templates for valid issuance clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard valid issuance clause
This variation applies to general assurances of valid issuance.
All securities issued under this Agreement have been duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with all applicable laws, regulations, and corporate governance documents, including the company’s certificate of incorporation and bylaws.
Valid issuance for future equity clause
This variation applies when issuing future equity.
Any future shares or equity interests issued by the Company pursuant to this Agreement shall be duly authorized, validly issued, and fully paid. The issuance will comply with all applicable securities laws and corporate authorization requirements at the time of issuance.
Valid issuance under shareholder approval clause
This variation applies when shareholder approval is a condition.
The issuance of securities under this Agreement is contingent upon obtaining the necessary approval of the Company’s shareholders, in accordance with applicable law and the Company’s governing documents. Upon such approval, the securities shall be deemed validly issued, fully paid, and non-assessable.
Valid issuance in compliance with securities laws clause
This variation applies to compliance with securities regulations.
All securities issued under this Agreement will be validly issued in compliance with applicable securities laws, including federal and state regulations. The Company represents and warrants that all required filings and disclosures have been made to ensure legal compliance.
Valid issuance for convertible securities clause
This variation applies when convertible securities are involved.
Any convertible securities issued under this Agreement are duly authorized and validly issued. Upon conversion, the underlying shares will be validly issued, fully paid, and non-assessable, in compliance with all applicable laws and contractual terms.
Valid issuance for preferred shares clause
This variation applies to the issuance of preferred shares.
The preferred shares issued pursuant to this Agreement have been duly authorized by the Company’s board of directors and, upon issuance, will be validly issued, fully paid, and non-assessable. The issuance complies with the terms of the Company’s certificate of incorporation and any applicable shareholder agreements.
Valid issuance assurance by the board of directors clause
This variation applies when the board of directors provides assurances.
The Company’s board of directors has reviewed and approved the issuance of securities under this Agreement. The securities are deemed duly authorized, validly issued, and in compliance with all applicable corporate and legal requirements.
Valid issuance under existing option plans clause
This variation applies when shares are issued under an existing option plan.
All shares issued under the Company’s [Option Plan Name] are validly issued, fully paid, and non-assessable. The issuance complies with the terms and conditions of the approved option plan and any applicable securities laws.
Valid issuance for restricted securities clause
This variation applies to the issuance of restricted securities.
Any restricted securities issued under this Agreement have been duly authorized and validly issued in compliance with all applicable laws. Such securities are subject to the transfer restrictions and other terms outlined in this Agreement and any governing documents.
Valid issuance under merger or acquisition clause
This variation applies when securities are issued during a merger or acquisition.
Any securities issued as part of the merger or acquisition transaction contemplated in this Agreement shall be duly authorized, validly issued, fully paid, and non-assessable, in compliance with applicable corporate approvals and regulatory requirements.
Valid issuance for warrants clause
This variation applies when warrants are issued.
All warrants issued under this Agreement have been duly authorized and validly issued. Upon exercise of the warrants, the underlying securities shall be validly issued, fully paid, and non-assessable, subject to compliance with applicable laws and the terms of the warrants.
Valid issuance under private placement clause
This variation applies when securities are issued through a private placement.
The securities issued under this Agreement as part of a private placement have been duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with all applicable exemptions under federal and state securities laws.
Valid issuance in connection with debt conversion clause
This variation applies to securities issued as part of a debt conversion.
Any securities issued as part of the conversion of debt under this Agreement shall be deemed validly issued, fully paid, and non-assessable. The issuance will adhere to all applicable laws and the terms outlined in the debt conversion provisions.
Valid issuance for equity compensation clause
This variation applies when securities are issued as equity compensation.
Securities issued under this Agreement as part of an equity compensation plan have been duly authorized and validly issued. The issuance complies with the applicable equity compensation plan, board approvals, and relevant securities laws.
Valid issuance under authorized capital clause
This variation applies when securities are issued within the authorized capital.
The securities issued under this Agreement are within the authorized share capital of the Company, duly authorized by the board of directors, and validly issued in compliance with corporate governance and legal requirements.
Valid issuance for secondary offerings clause
This variation applies to securities issued during secondary offerings.
Securities issued under this Agreement as part of a secondary offering are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with all applicable securities laws and the offering documentation.
Valid issuance under stock split clause
This variation applies when securities are issued following a stock split.
All shares issued under this Agreement following a stock split are validly issued, fully paid, and non-assessable. The issuance complies with the Company’s governing documents and all applicable laws regulating stock splits.
Valid issuance under shareholder agreements clause
This variation applies when securities are issued in accordance with a shareholder agreement.
The securities issued under this Agreement have been duly authorized and validly issued in accordance with the terms and conditions of the applicable shareholder agreement. The issuance is fully compliant with all corporate and legal requirements.
Valid issuance for rights offerings clause
This variation applies to securities issued through a rights offering.
Securities issued under this Agreement as part of a rights offering have been duly authorized and validly issued. The issuance complies with the rights offering terms, the Company’s governing documents, and applicable securities laws.
Valid issuance upon regulatory approval clause
This variation applies when securities issuance is contingent on regulatory approval.
Securities issued under this Agreement are subject to approval by [specific regulatory body]. Upon obtaining such approval, the securities shall be deemed duly authorized, validly issued, fully paid, and non-assessable.
Valid issuance under stock purchase agreement clause
This variation applies when securities are issued under a stock purchase agreement.
Securities issued pursuant to this Agreement are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with the terms and conditions of the stock purchase agreement and all applicable securities laws.
Valid issuance for founder shares clause
This variation applies when founder shares are issued.
Founder shares issued under this Agreement have been duly authorized and validly issued. Such shares are fully paid, non-assessable, and comply with the Company’s governing documents and applicable securities regulations.
Valid issuance in connection with dividends clause
This variation applies to securities issued as dividends.
Any shares issued as a dividend under this Agreement have been duly authorized and validly issued. The issuance complies with corporate resolutions, governing documents, and applicable laws regulating the issuance of stock dividends.
Valid issuance for escrowed shares clause
This variation applies when securities are issued to escrow.
Securities issued under this Agreement and held in escrow are deemed duly authorized, validly issued, and fully paid. The issuance adheres to the terms of the escrow agreement and applicable securities laws.
Valid issuance under restricted stock agreements clause
This variation applies to securities issued under restricted stock agreements.
Restricted stock issued pursuant to this Agreement is duly authorized and validly issued. The issuance complies with the Company’s equity plans and is subject to the restrictions and terms outlined in the restricted stock agreement.
Valid issuance for employee stock options clause
This variation applies when securities are issued as part of employee stock options.
All shares issued under this Agreement pursuant to the exercise of employee stock options have been duly authorized and validly issued. Such shares are fully paid, non-assessable, and comply with the terms of the stock option plan and applicable laws.
Valid issuance for initial public offerings clause
This variation applies to securities issued during an IPO.
Securities issued under this Agreement as part of the initial public offering (IPO) are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with all applicable regulatory requirements, registration statements, and offering documents.
Valid issuance for treasury shares clause
This variation applies when treasury shares are issued.
Treasury shares reissued under this Agreement are duly authorized and validly issued. The reissuance complies with corporate resolutions and applicable laws governing the use of treasury stock.
Valid issuance for joint venture contributions clause
This variation applies to securities issued as contributions to a joint venture.
Securities issued under this Agreement as part of a contribution to the joint venture are duly authorized and validly issued. The issuance adheres to the joint venture agreement and all relevant corporate and legal requirements.
Valid issuance in connection with convertible debt clause
This variation applies to securities issued upon the conversion of debt.
Any shares issued as a result of the conversion of debt under this Agreement have been duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with the terms of the debt agreement and applicable securities laws.
Valid issuance under option exercise clause
This variation applies to securities issued upon the exercise of options.
Securities issued pursuant to the exercise of options under this Agreement are deemed duly authorized, validly issued, and fully paid. The issuance adheres to the terms of the option agreement and applicable laws regulating such exercises.
Valid issuance for acquisition consideration clause
This variation applies when securities are issued as consideration in an acquisition.
Securities issued under this Agreement as consideration for the acquisition of [target entity or assets] have been duly authorized and validly issued. The issuance complies with applicable corporate approvals, transaction agreements, and legal requirements.
Valid issuance in connection with recapitalization clause
This variation applies to securities issued as part of a recapitalization.
Any shares issued under this Agreement as part of a recapitalization are duly authorized, validly issued, and fully paid. The issuance complies with all applicable corporate resolutions, governing documents, and legal requirements for recapitalization.
Valid issuance for deferred consideration clause
This variation applies when securities are issued as deferred consideration.
Securities issued as deferred consideration under this Agreement are duly authorized, validly issued, and non-assessable. The issuance complies with the terms of the deferred payment schedule and applicable securities laws.
Valid issuance under regulatory exemptions clause
This variation applies when securities are issued under regulatory exemptions.
Securities issued under this Agreement are duly authorized, validly issued, and fully paid, relying on exemptions from registration requirements under [specific regulation, e.g., Regulation D]. The issuance complies with all conditions required for such exemptions.
Valid issuance for performance-based equity clause
This variation applies when securities are issued as performance-based equity.
Performance-based equity issued under this Agreement is duly authorized and validly issued. The issuance is contingent on the achievement of [specific performance metrics] and complies with the governing equity plan and applicable laws.
Valid issuance for redemption of shares clause
This variation applies when securities are issued for redemption.
Any securities issued under this Agreement for the purpose of redeeming previously issued shares are duly authorized, validly issued, and fully paid. The issuance adheres to the terms of the redemption provisions and applicable legal requirements.
Valid issuance under shareholder preemptive rights clause
This variation applies when securities are issued under preemptive rights.
Securities issued under this Agreement pursuant to shareholder preemptive rights are deemed duly authorized and validly issued. The issuance adheres to the governing documents and complies with applicable laws and preemptive rights agreements.
Valid issuance for settlement of claims clause
This variation applies when securities are issued to settle claims.
Securities issued as part of a settlement agreement under this Agreement are duly authorized, validly issued, and fully paid. The issuance complies with the terms of the settlement and all applicable legal and regulatory requirements.
Valid issuance for stock buyback clause
This variation applies when securities are reissued following a stock buyback.
Securities reissued under this Agreement after a stock buyback have been duly authorized, validly issued, fully paid, and non-assessable. The reissuance complies with corporate governance rules, board resolutions, and applicable securities laws.
Valid issuance for escrow release clause
This variation applies when securities are issued upon the release of escrow.
Securities issued upon the release of escrow under this Agreement are duly authorized, validly issued, and fully paid. The issuance complies with the terms of the escrow agreement and all applicable legal and regulatory requirements.
Valid issuance for joint shareholder ventures clause
This variation applies to securities issued in joint shareholder ventures.
Securities issued under this Agreement for joint shareholder ventures have been duly authorized and validly issued. The issuance adheres to the shareholder agreement and complies with corporate and securities laws.
Valid issuance for settlement of disputes clause
This variation applies when securities are issued to settle disputes.
Any securities issued as part of a dispute settlement under this Agreement have been duly authorized, validly issued, fully paid, and non-assessable. The issuance is consistent with the terms of the settlement agreement and complies with legal requirements.
Valid issuance under equity subscription agreements clause
This variation applies to securities issued under an equity subscription agreement.
Securities issued under the equity subscription agreement pursuant to this Agreement are duly authorized, validly issued, and fully paid. The issuance complies with all applicable securities regulations and the subscription terms.
Valid issuance for venture capital investment clause
This variation applies when securities are issued to venture capital investors.
Securities issued to venture capital investors under this Agreement have been duly authorized and validly issued. The issuance complies with venture capital investment terms, board resolutions, and applicable securities laws.
Valid issuance for rights-based issuances clause
This variation applies to securities issued through rights-based mechanisms.
All securities issued under this Agreement through rights-based mechanisms, including subscription rights or options, are duly authorized, validly issued, and fully paid. The issuance complies with the terms of the rights agreement and applicable laws.
Valid issuance for cross-border equity agreements clause
This variation applies to securities issued in cross-border equity agreements.
Securities issued under this Agreement as part of a cross-border equity arrangement are duly authorized and validly issued. The issuance adheres to both domestic and international regulatory requirements governing securities transactions.
Valid issuance for pre-emptive shareholder offerings clause
This variation applies when securities are issued in a pre-emptive offering.
Securities issued under this Agreement as part of a pre-emptive shareholder offering are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with corporate resolutions and shareholder rights provisions.
Valid issuance for treasury shares reallocation clause
This variation applies when treasury shares are reallocated.
Treasury shares reallocated under this Agreement have been duly authorized, validly issued, and fully paid. The reallocation is consistent with corporate policies and all applicable legal and regulatory requirements.
Valid issuance under convertible equity clause
This variation applies when convertible equity is issued.
Convertible equity securities issued under this Agreement are duly authorized, validly issued, and fully paid. Upon conversion, the underlying shares shall also be deemed validly issued, fully paid, and non-assessable, in compliance with applicable laws.
Valid issuance for employee profit-sharing plans clause
This variation applies when securities are issued under employee profit-sharing plans.
Securities issued under this Agreement as part of an employee profit-sharing plan are duly authorized and validly issued. The issuance complies with the approved plan terms, corporate governance requirements, and applicable laws.
Valid issuance for preferential allotments clause
This variation applies to securities issued as part of preferential allotments.
Securities issued under this Agreement pursuant to a preferential allotment are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with board resolutions, shareholder approvals, and applicable securities regulations.
Valid issuance for equity-linked instruments clause
This variation applies to equity-linked instruments issued under the agreement.
Equity-linked instruments issued under this Agreement are duly authorized, validly issued, and fully paid. Upon conversion or exercise, the underlying securities will also be validly issued, in compliance with the terms of the instrument and applicable laws.
Valid issuance under restricted share unit agreements clause
This variation applies to restricted share units issued under agreements.
Restricted share units issued under this Agreement are duly authorized and validly issued. The issuance complies with the terms of the applicable equity plan and all relevant securities regulations.
Valid issuance under dual-class share structures clause
This variation applies to securities issued under dual-class share structures.
Securities issued under this Agreement as part of a dual-class share structure are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with corporate resolutions, shareholder approvals, and applicable laws governing such structures.
Valid issuance for equity settlements of obligations clause
This variation applies when equity is issued to settle obligations.
Securities issued to settle obligations under this Agreement are duly authorized, validly issued, and fully paid. The issuance adheres to the terms of the settlement and complies with all applicable corporate and securities regulations.
Valid issuance under syndicate agreements clause
This variation applies when securities are issued through a syndicate agreement.
Securities issued under this Agreement pursuant to a syndicate arrangement are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with the syndicate agreement and all applicable legal and regulatory requirements.
Valid issuance for reorganization plans clause
This variation applies to securities issued during corporate reorganizations.
Securities issued under this Agreement as part of a reorganization plan are duly authorized, validly issued, and fully paid. The issuance adheres to the terms of the reorganization and complies with all applicable laws and corporate governance documents.
Valid issuance for equity crowdfunding clause
This variation applies when securities are issued through equity crowdfunding.
Securities issued under this Agreement as part of an equity crowdfunding campaign are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with applicable crowdfunding regulations and securities laws.
Valid issuance under dividend reinvestment plans clause
This variation applies when securities are issued through dividend reinvestment plans.
Securities issued under the dividend reinvestment plan pursuant to this Agreement are duly authorized, validly issued, fully paid, and non-assessable. The issuance adheres to the terms of the plan and applicable securities regulations.
Valid issuance for equity stakes in partnerships clause
This variation applies when equity stakes in partnerships are issued.
Equity stakes issued under this Agreement as part of a partnership arrangement are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with partnership agreements and relevant legal requirements.
Valid issuance for stock appreciation rights clause
This variation applies when stock appreciation rights are issued.
Stock appreciation rights issued under this Agreement are duly authorized and validly issued. Any resulting shares upon exercise will also be validly issued, fully paid, and non-assessable, in compliance with applicable laws and plan terms.
Valid issuance for minority shareholder protections clause
This variation applies when securities are issued under agreements protecting minority shareholders.
Securities issued under this Agreement with specific provisions for minority shareholder protections are duly authorized, validly issued, fully paid, and non-assessable. The issuance adheres to the agreed-upon protections and legal requirements.
Valid issuance for preferred shareholder agreements clause
This variation applies when preferred shares are issued under specific agreements.
Preferred shares issued under this Agreement are duly authorized and validly issued. The issuance complies with the terms outlined in the preferred shareholder agreement and all applicable corporate and securities regulations.
Valid issuance for spin-off entities clause
This variation applies when securities are issued as part of a spin-off.
Securities issued under this Agreement as part of a corporate spin-off are duly authorized, validly issued, fully paid, and non-assessable. The issuance adheres to the terms of the spin-off and complies with corporate and securities laws.
Valid issuance under family trust agreements clause
This variation applies to securities issued under family trust agreements.
Securities issued under this Agreement as part of a family trust arrangement are duly authorized, validly issued, fully paid, and non-assessable. The issuance adheres to the trust agreement and applicable laws governing family trusts.
Valid issuance for retirement benefit plans clause
This variation applies when securities are issued through retirement benefit plans.
Securities issued under this Agreement as part of a retirement benefit plan are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with the plan’s governing documents and all applicable laws and regulations.
Valid issuance for cooperative member shares clause
This variation applies to member shares issued in cooperatives.
Member shares issued under this Agreement for cooperative membership are duly authorized and validly issued. The issuance adheres to the cooperative’s bylaws and applicable legal requirements governing member shares.
Valid issuance for equity carve-outs clause
This variation applies to securities issued as part of an equity carve-out.
Securities issued under this Agreement as part of an equity carve-out are duly authorized, validly issued, fully paid, and non-assessable. The issuance adheres to corporate resolutions, shareholder approvals, and applicable securities regulations.
Valid issuance for international offerings clause
This variation applies when securities are issued in international markets.
Securities issued under this Agreement for international offerings are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with the regulatory requirements of all relevant jurisdictions.
Valid issuance under corporate recapitalization clause
This variation applies when securities are issued during a recapitalization.
Securities issued under this Agreement as part of a corporate recapitalization are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with the approved recapitalization plan and all relevant legal requirements.
Valid issuance for equity swaps clause
This variation applies when securities are issued in equity swaps.
Securities issued under this Agreement as part of an equity swap arrangement are duly authorized, validly issued, and fully paid. The issuance adheres to the terms of the equity swap agreement and complies with applicable securities laws.
Valid issuance under venture partnership agreements clause
This variation applies to securities issued in venture partnerships.
Securities issued under this Agreement pursuant to a venture partnership agreement are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with the terms of the partnership and applicable legal and regulatory requirements.
Valid issuance for strategic alliance agreements clause
This variation applies when securities are issued in a strategic alliance.
Securities issued under this Agreement as part of a strategic alliance are duly authorized, validly issued, fully paid, and non-assessable. The issuance adheres to the terms of the alliance agreement and all relevant legal requirements.
Valid issuance for buy-sell agreements clause
This variation applies when securities are issued under buy-sell agreements.
Securities issued under this Agreement pursuant to a buy-sell arrangement are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with the terms outlined in the buy-sell agreement and applicable corporate governance rules.
Valid issuance under philanthropic endowment clauses
This variation applies when securities are issued as part of a philanthropic endowment.
Securities issued under this Agreement for a philanthropic endowment are duly authorized, validly issued, and fully paid. The issuance adheres to the terms of the endowment agreement and applicable regulations governing charitable contributions.
Valid issuance for subscription rights clause
This variation applies when securities are issued under subscription rights.
Securities issued under this Agreement pursuant to subscription rights are duly authorized, validly issued, fully paid, and non-assessable. The issuance adheres to the terms of the subscription offer and all applicable securities regulations.
Valid issuance for settlement of liabilities clause
This variation applies when securities are issued to settle liabilities.
Securities issued under this Agreement to settle outstanding liabilities are duly authorized, validly issued, fully paid, and non-assessable. The issuance complies with corporate resolutions, creditor agreements, and applicable legal requirements.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.