Authority; Corporate Action. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby has been duly and validly taken and this Subscription Agreement has been duly executed and delivered by ISSUER. This Subscription Agreement constitutes the legal, valid and binding obligation of ISSUER, and is enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of Section 7 hereof. The sale by the ISSUER of the Shares does not conflict with the certificate of incorporation or by-laws of the ISSUER, or any material contract by which the ISSUER or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the ISSUER or its property.
Authority; Corporate Action. Motoguzzi has all necessary corporate power and authority to enter into this Agreement and to consummate the Merger and other transactions contemplated hereby and thereby. All action, corporate and otherwise, necessary to be taken by Motoguzzi to authorize the execution, delivery and performance of this Agreement and the other agreements and instruments delivered by Motoguzzi in connection with the transactions contemplated hereby or thereby has or at the Closing will have been duly and validly taken. Subject to the terms and conditions hereof, this Agreement and the other agreements and instruments delivered by Motoguzzi in connection with the transactions contemplated hereby shall constitute the valid, binding and enforceable obligation of Motoguzzi enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authority; Corporate Action. TRG has all necessary corporate power and authority to enter into this Agreement and to consummate such of the transactions contemplated hereby as are applicable to TRG. All action, corporate and otherwise, necessary to be taken by TRG for the execution, delivery and performance of this Agreement and the other agreements and instruments delivered by TRG in connection with the transactions contemplated hereby or thereby has or at the Closing will have been duly and validly taken. Subject to the terms and conditions hereof, this Agreement and the other agreements and instruments delivered by TRG in connection with the transactions contemplated hereby shall constitute the valid, binding and enforceable obligation of TRG enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authority; Corporate Action. North has all necessary corporate power and authority to enter into this Agreement and the other agreements contemplated by this Agreement and to consummate the transactions contemplated hereby and thereby. All action, corporate and otherwise, necessary to be taken by North to authorize the execution, delivery and performance of this Agreement and all other agreements delivered or to be delivered by North in connection with the transactions contemplated hereby or thereby has, or at the Closing will have been, duly and validly taken. Subject to the terms and conditions hereof, this Agreement and all the other agreements contemplated hereby constitute valid, binding and enforceable obligations of North, as the case may be, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authority; Corporate Action. 4 SECTION 3.03 No Conflict; Required Filings and Consents.........................................5 SECTION 3.04 Capitalization.....................................................................6 SECTION 3.05 Licenses and Permits; Compliance with Laws.........................................6 SECTION 3.06
Authority; Corporate Action. HumaScan has all necessary corporate power and authority to enter into this Agreement (and the other agreements and instruments contemplated hereby) and to consummate the transactions contemplated hereby and thereby. Subject to the completion of the action described in Section 6.5, all corporate action necessary to be taken by HumaScan to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by HumaScan in connection with the transactions contemplated hereby or thereby has been duly and validly taken and this Agreement and other agreements and instruments contemplated hereby have been duly executed and delivered by HumaScan. Subject to the terms and conditions hereof, this Agreement and the other agreements and instruments contemplated hereby constitute the valid, binding and enforceable obligations of HumaScan, enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authority; Corporate Action. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and the Purchase Option and to consummate the transactions contemplated hereby and thereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement and the Purchase Option, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby and thereby has been duly and validly taken and this Subscription Agreement and the Purchase Option have been duly executed and delivered by ISSUER. Subject to the terms and conditions of this Subscription Agreement and the Purchase Option, the Subscription Agreement constitutes, and when executed, the Purchase Option will constitute, the valid, binding and enforceable obligation of ISSUER, enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a pro ceeding at law or in equity); and (ii) the applicability of federal and state securities laws and public policy as to the enforceability of the indemnification provisions of Section 7 hereof and Section 5 of the Purchase Option. The sale by the ISSUER of the Shares and the issuance of the Purchase Option does not conflict with the certificate of incorporation or by-laws of the ISSUER, or any material contract by which the ISSUER or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the ISSUER or its property.
Authority; Corporate Action. Seller has all requisite power and authority to enter into and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including, without limitation, the sale of the Shares. Each of Seller, Royal and RIC has all requisite power and authority to execute and deliver the Landmark Ancillary Agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, and the execution, delivery and performance of the Landmark Ancillary Agreements and the consummation of the transactions contemplated thereby, have been duly and validly authorized by all necessary action on the part of Seller, Royal and RIC and no other proceedings on the part of Seller, Royal and RIC (including any proceedings on the part of the stockholders and the Board of Directors of Seller, Royal and RIC) are necessary to authorize the execution, delivery and performance of this Agreement, the Landmark Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller. On the Closing Date, the Landmark Ancillary Agreements will have been duly executed and delivered by Seller, Royal and RIC, as applicable.
Authority; Corporate Action. 13 SECTION 4.03 No Conflict; Required Filings and Consents. . . . . . 13 SECTION 4.05 Licenses and Permits; Compliance with Laws. . . . . . 14 SECTION 4.06
Authority; Corporate Action. Each of the Watchdog Parties has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby. All corporate action necessary to be taken by the Watchdog Parties to authorize the execution, delivery and performance of this Agreement and all other agreements delivered by the Watchdog Parties in connection with the transactions contemplated hereby or thereby has, or at the Closing will have been, duly and validly taken. Subject to the terms and conditions hereof, this Agreement constitutes the valid, binding and enforceable obligations of each of the Watchdog Parties, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
