Common use of AUTHORITY APPROVALS Clause in Contracts

AUTHORITY APPROVALS. (a) (i) The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the purchase of the Shares to be purchased by it have been duly and properly authorized by all necessary action on the part of such Investor, (ii) this Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it or on its behalf and, assuming the accuracy of the representations and warranties of the Company in Section 3.4 hereof, constitute the valid and legally binding obligations of such Investor, enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) the purchase of the Shares to be purchased by such Investor does not conflict with or violate (A) any material agreement to which it is a party or to which its properties are subject or (B) assuming the approvals referred to in Section 4.2(b) are duly and timely made or obtained, any Law applicable to such Investor, in each case in a manner that could reasonably be expected to materially hinder or impair the completion of any of the transactions contemplated hereby; and (iv) the purchase of Shares to be purchased by such Investor does not impose any penalty or other onerous condition on such Investor that could reasonably be expected to materially hinder or impact the completion of any of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Purchase Agreement (Mihaylo Steven G), Purchase Agreement (Internet America Inc)

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AUTHORITY APPROVALS. (a) (i) The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the purchase of the Shares Securities to be purchased by it have been duly and properly authorized by all necessary action on the part of such Investorauthorized, (ii) this Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it or on its behalf and, assuming the accuracy of the representations and warranties of the Company in Section 3.4 hereof, constitute the valid and legally binding obligations of such InvestorPurchaser, enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) the purchase of the Shares Securities to be purchased by such Investor it does not conflict with or violate (A1) any material agreement to which it is a party or to which its properties are subject organizational documents or (B2) assuming the approvals referred to in Section 4.2(b) are duly and timely made or obtained, any Law applicable to such Investor, in each case it in a manner that could reasonably reasonable be expected to materially hinder or impair the completion of any of the transactions contemplated hereby; and (iv) the purchase of Shares Securities to be purchased by such Investor it does not impose any penalty or other onerous condition on such Investor Purchaser that could reasonably be expected to materially hinder or impact the completion of any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Registration Rights Agreement (Eex Corp)

AUTHORITY APPROVALS. (a) (i) The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the purchase of the Shares to be purchased by it have been duly and properly authorized by all necessary partnership action on the part of such InvestorPurchaser, (ii) this Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it or on its behalf and, assuming the accuracy of the representations and warranties of the Company in Section SECTION 3.4 hereof, constitute the valid and legally binding obligations of such InvestorPurchaser, enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) the purchase of the Shares to be purchased by such Investor it does not conflict with or violate (A1) its organizational documents or any other material agreement to which it is a party or to which its properties are subject or (B2) assuming the approvals referred to in Section SECTION 4.2(b) are duly and timely made or obtained, any Law applicable to such Investorit, in each case in a manner that could reasonably be expected to materially hinder or impair the completion of any of the transactions contemplated hereby; and (iv) the purchase of Shares to be purchased by such Investor it does not impose any penalty or other onerous condition on such Investor Purchaser that could reasonably be expected to materially hinder or impact the completion of any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (Input Output Inc)

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AUTHORITY APPROVALS. (a) (i) The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the purchase of the Shares to be purchased by it have been duly and properly authorized by all necessary partnership action on the part of such InvestorPurchaser, (ii) this Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it or on its behalf and, assuming the accuracy of the representations and warranties of the Company in Section 3.4 hereof, constitute the valid and legally binding obligations of such InvestorPurchaser, enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) the purchase of the Shares to be purchased by such Investor it does not conflict with or violate (A1) its organizational documents or any other material agreement to which it is a party or to which its properties are subject or (B2) assuming the approvals referred to in Section 4.2(b) are duly and timely made or obtained, any Law applicable to such Investorit, in each case in a manner that could reasonably be expected to materially hinder or impair the completion of any of the transactions contemplated hereby; and (iv) the purchase of Shares to be purchased by such Investor it does not impose any penalty or other onerous condition on such Investor Purchaser that could reasonably be expected to materially hinder or impact the completion of any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (SCF Iv Lp)

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