Common use of Authorization; Consents Clause in Contracts

Authorization; Consents. Each of the Company, the Founders and Kinko has all requisite legal and corporate power, and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver this Agreement and each of the Transaction Documents to which he/she/it is a party, and to carry out his/her/its respective obligations hereunder and thereunder. The authorization of all of (A) the Series A Preferred Shares being issued and sold under this Agreement and (B) the Ordinary Shares issuable upon conversion of the Series A Preferred Shares has been taken or will be taken prior to the Closing. This Agreement, each of the Transaction Documents to which the Company, the Founders and/or Kinko is a party, when executed and delivered by the Company, the Founders and/or Kinko, will constitute the valid and legally binding obligation of the Company, the Founders and/or Kinko, as the case may be, and enforceable against such Person in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of any Series A Preferred Shares or Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained or will be obtained prior to the Closing from the holders thereof. For the purpose only of this Agreement, “reserve”, “reservation” or similar words with respect to a specified number of Series A Preferred Shares of the Company shall mean that the Company shall, and the Board of Directors of the Company shall procure that the Company shall, refrain from issuing such number of shares so that such number of shares will remain in the authorized but unissued share capital of the Company until the conversion rights of the holders of any Convertible Securities exercisable for such shares are exercised in accordance with the Memorandum and Articles or otherwise.

Authorization; Consents. Each of the Company, Company and the Founders and Kinko PRC Companies has all requisite legal and corporate power, and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver this Agreement and each of the Transaction Documents to which he/she/it is a party, and to carry out his/her/its respective obligations hereunder and thereunder. The authorization and issuance of all of (A) the Series A Preferred Shares being issued and sold under this Agreement and Agreement, (B) the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, (C) the Series A Preferred Shares issuable upon exercise of the Warrants, has been taken or will be taken prior to the Closing. This Agreement, each of the Transaction Documents to which the Company, any of the Founders PRC Companies, and/or Kinko the Founder is a party, when executed and delivered by the Company, the Founders and/or Kinkosame, will constitute the valid and legally binding obligation of the Company, any of the Founders PRC Companies and/or Kinkothe Founder, as the case may be, and enforceable against such Person in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of any Series A Preferred Shares or Conversion Ordinary Shares issuable upon conversion of the Series A Preferred Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained or will be obtained prior to the Closing from the holders thereof. For the purpose only of this Agreement, “reserve”, ,” “reservation” or similar words with respect to a specified number of Ordinary Shares or Series A Preferred Shares of the Company shall mean that the Company shall, and the Board of Directors of the Company shall procure that the Company shall, refrain from issuing such number of shares so that such number of shares will remain in the authorized but unissued share capital shares of the Company until the conversion rights of the holders of any Convertible Securities exercisable for such shares and the Warrants are exercised in accordance with the Memorandum and Articles or otherwise.

Authorization; Consents. Each The Seller and the Parent each have the requisite corporate power to enter into this Agreement and, in the case of the CompanySeller, all of the Founders other agreements, certificates and Kinko has all requisite legal documents delivered or to be delivered at or before the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") to which it is a party. The execution and corporate power, delivery by the Seller and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver the Parent of this Agreement and each by the Seller of the Transaction Ancillary Documents to which he/she/it is a party, the consummation by the Seller of the transactions contemplated hereby and to carry out his/her/its thereby, and the performance by the Seller and the Parent of their respective obligations hereunder and thereunder. The authorization of all of (A) and, in the Series A Preferred Shares being issued and sold under this Agreement and (B) the Ordinary Shares issuable upon conversion case of the Series A Preferred Shares Seller, thereunder have been, or will have been by the Closing Date, duly authorized by all necessary corporate action on the part of the Seller and the Parent. This Agreement has been taken or will be taken prior to the Closing. This Agreement, each of the Transaction Documents to which the Company, the Founders and/or Kinko is a party, when duly executed and delivered and (assuming approval of this Agreement by the Company, Bankruptcy Court) constitutes the Founders and/or Kinko, will constitute the valid legal and legally binding obligation of the CompanySeller and the Parent enforceable in accordance with its terms. Upon the execution and delivery thereof by the Seller, the Founders and/or Kinko, as Ancillary Documents to which it is a party will constitute legal and binding obligations of the case may be, and Seller enforceable against such Person in accordance with their respective terms. Except as set forth on Schedule 8.2, except (i) as limited the execution and delivery by applicable bankruptcy, insolvency, reorganization, moratorium, the Seller and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of any Series A Preferred Shares or Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained or will be obtained prior to the Closing from the holders thereof. For the purpose only Parent of this Agreement, “reserve”, “reservation” or similar words with respect to a specified number of Series A Preferred Shares Agreement and by the Seller of the Company shall mean that Ancillary Documents, the Company shallconsummation by the Seller of the transactions contemplated hereby and thereby, and the Board performance by the Seller and the Parent of Directors their respective obligations hereunder and the Seller's obligations thereunder will not conflict in any material respect with or result in any material violation of, or constitute a material default under (either immediately or with notice or lapse of time), or result in any right to accelerate or the creation or imposition of any lien, charge or encumbrance on the Assets pursuant to, any provision of (a) the certificate of incorporation or by-laws of the Company shall procure that Seller or the Company shallParent, refrain from issuing such number (b) any agreement, contract, lease, license, note, bond, mortgage, indenture, deed of shares so that such number of shares will remain in trust or other instrument to which the authorized but unissued share capital Seller or the Parent is a party or by which any of the Company until Seller's or the conversion rights Parent's respective properties or other assets is bound, (c) any governmental franchise, license, permit or authorization, or any judgment or order of any tribunal or governmental body applicable to the Seller or the Parent, or any of the holders Seller's or the Parent's respective properties or other assets, or (d) any law, statute, decree, rule or regulation of any Convertible Securities exercisable jurisdiction applicable to the Seller or the Parent. Except for approvals of the Bankruptcy Court as referred to in Section 10.1, no authorization, consent or approval of, or declaration of, filing with or notice to any governmental body or authority by the Seller or the Parent is necessary for the execution by the Seller and the Parent of this Agreement or by the Seller or any of the Ancillary Documents, the consummation by the Seller of the transactions contemplated hereby and thereby, or the performance by the Seller and the Parent of their respective obligations hereunder and of the Seller thereunder. Except as provided in Section 12.6, the Seller and the Parent have obtained, or will have obtained by the Closing Date, all consents necessary to their execution of this Agreement and the Ancillary Documents, the consummation of the transactions contemplated hereby (including without limitation the transfers of Assets and assignment of contracts contemplated hereby and the waiver of the right to terminate any publishing agreement upon a change of editor from any author or other licensor of works having such a right) and the performance of their obligations hereunder; provided, however, if the Seller has used its best efforts to obtain the consents listed on Schedule 12.6 as required as a condition to Closing and has failed to obtain same, and, as a result of the failure to obtain such consents, there is no Closing, then the Purchaser's remedies for such shares are exercised failure shall be limited to termination of this Agreement and the right to receive the Break-Up Fee to the extent provided in accordance with the Memorandum and Articles or otherwiseSection 10.3.

Authorization; Consents. Each The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All corporate and other action on the part of the Company, its officers, directors and stockholders necessary for the Founders authorization, execution and Kinko has all requisite legal and corporate power, and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver delivery of this Agreement and each of the Transaction Documents to which he/she/it is a partyother agreements and documents contemplated herein, and to carry out his/her/its respective the performance of all the Company's obligations hereunder and thereunder. The authorization , has been taken, except for delivery of all of (A) the Series A Preferred Shares being issued and sold under this Agreement and (B) the Ordinary Shares issuable upon conversion notice to Stockholders of the Series A Preferred Shares consent of a majority of Stockholders to the Certificate of Amendment, which shall be promptly made after the date hereof. This Agreement has been taken or will be taken prior to duly executed and delivered, and the Closing. This Agreementother agreements and documents contemplated herein shall at Closing have been duly executed and delivered, each of by the Transaction Documents to which the Company, the Founders and/or Kinko is a partyCompany and, when executed and delivered by the CompanyPurchaser and HHB, the Founders and/or Kinko, will shall constitute the valid and legally binding obligation obligations of the Company, the Founders and/or Kinko, as the case may be, and Company enforceable against such Person in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other subject to laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors’ rights generally, debtors and (ii) as limited by laws relating subject to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of any Series A Preferred Shares No consent, approval, order or Conversion Shares is not subject to any preemptive rights or rights of first refusalauthorization of, or if registration, declaration or filing with, any such preemptive rights national, state, municipal, local or rights of first refusal existforeign government, waiver of such rights has been obtained any instrumentality, subdivision, court, administrative agency or will be obtained prior to the Closing from the holders commission or other authority thereof. For the purpose only of this Agreement, “reserve”or any quasi-governmental or private body exercising any regulatory, “reservation” taxing, importing or similar words other governmental or quasi-governmental authority (a "Governmental Entity") or other third party is required by or with respect to a specified number the Company in connection with the execution and delivery of Series A Preferred Shares this Agreement by the Company or the consummation of the Company shall mean transactions contemplated hereby, except those that have been received and except for notices required or permitted to be filed with certain state and federal securities commissions after the Company shall, purchase of the Securities and the filing of the Certificate of Designation and Certificate of Amendment with the state of Delaware. The Board of Directors of the Company shall procure that Company, by resolutions duly adopted by vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way has duly approved this Agreement and the Company shalltransactions contemplated hereby, refrain from issuing such number including the issuance of shares so that such number the Shares and the Warrants to the Purchaser, for the purposes of shares Section 203 of the DGCL. No state takeover statute or other similar statute is or will remain in be applicable to the authorized but unissued share capital transactions contemplated hereby, including the issuance of the Shares and the Warrants to the Purchaser. No vote, consent or other action of the stockholders of the Company until is required by law, the conversion rights Company's certificate of incorporation or by-laws or otherwise in order for the Company to consummate the transactions contemplated hereby, including the issuance of the holders of any Convertible Securities exercisable for such shares are exercised in accordance with Shares and the Memorandum and Articles or otherwiseWarrants to the Purchaser.

Authorization; Consents. Each member of the Company, the Founders and Kinko Company Group has all requisite legal and corporate power, and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver this Agreement and each of the Transaction Documents to which he/she/it is a party, and to carry out his/her/its respective obligations hereunder and thereunder. The authorization and issuance of all of (A) the Series A A-1 Senior Preferred Shares being to be issued and sold under pursuant to this Agreement and Agreement, (B) the Ordinary Shares issuable upon conversion of the Series A A-1 Senior Preferred Shares, (C) the Series A-1 Senior Preferred Shares issuable upon exercise of the Series A-1 Option, has been taken or will be taken prior to the Initial Closing. This Agreement, each of the Transaction Documents to which any member of the Company, the Founders and/or Kinko Company Group is a party, when executed and delivered by the Company, the Founders and/or Kinkosame, will constitute the valid and legally binding obligation of each member of the Company, the Founders and/or KinkoCompany Group, as the case may be, and enforceable against such Person in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of any Series A A-1 Senior Preferred Shares or Conversion Ordinary Shares issuable upon conversion of the Series A-1 Senior Preferred Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained or will be obtained prior to the Closing from the holders thereof. For the purpose only of this Agreement, “reserve”, ,” “reservation” or similar words with respect to a specified number of Ordinary Shares or Series A A-1 Senior Preferred Shares of the Company shall mean that the Company shall, and the Board of Directors of the Company shall procure that the Company shall, refrain from issuing such number of shares so that such number of shares will remain in the authorized but unissued share capital shares of the Company until the conversion rights of the holders of any Convertible Securities exercisable for such shares are and the Series A-1 Option is exercised in accordance with the Memorandum and Articles or otherwise.

Authorization; Consents. Each All consents, amendments, approvals (including Gaming Approvals), findings of suitability, licenses, permits, orders or authorizations of and registrations, declarations, extensions or filings with any Government Authority with jurisdiction in respect of the Company, Gaming Laws (including the Founders and Kinko has all requisite legal and corporate power, and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver LGCB) or other Laws required or necessary in connection with the transactions contemplated by this Agreement and each necessary for possession by the Company of the Transaction Documents Leased Real Property (including, without limitation, consents, amendments or approvals required with respect to which he/she/it is a party, and to carry out his/her/its respective obligations hereunder and thereunder. The authorization the consummation of all of (A) the Series A Preferred Shares being issued and sold under transactions contemplated by this Agreement and (B) under the Ordinary Shares issuable upon conversion of the Series A Preferred Shares has been taken or will be taken prior to the Closing. This Agreement, each of the Transaction Documents to which the Company, the Founders and/or Kinko is a party, when executed and delivered by the Company, the Founders and/or Kinko, will constitute the valid and legally binding obligation of the Company, the Founders and/or Kinko, as the case may be, and enforceable against such Person in accordance with their respective terms, except (i) as limited by applicable bankruptcyConstruction Extension, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) the Statement of Conditions, (iii) the Lease Documents and (iv) the Development Agreement, in each case, as limited by laws relating applicable, to allow for the availability Proposed Development Changes and the extension of specific performancethe Ground Lease Option through September 22, injunctive relief, or other equitable remedies. The issuance of any Series A Preferred Shares or Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has 2012) shall have been obtained or will made. All other notices to, and declarations, filings and registrations with, and consents, authorizations, approvals and waivers from, governmental and regulatory bodies required to consummate the transactions contemplated hereby and all other consents and waivers required to consummate the transactions contemplated hereby (other than consents and waivers that, if not obtained, would not be obtained reasonably likely to have, individually or in the aggregate, a Material Adverse Effect) shall have been made or obtained. Buyer shall have received evidence satisfactory to it that all Liens (other than Permitted Liens) which encumber the Company’s leasehold interest in the Leased Real Property have been terminated (such evidence to include applicable UCC-3 termination statements, payoff letters and other documentation relating thereto). The Company shall have exercised its right to extend the Option to Lease, dated January 24, 2012 among Xxxx Xxxxx Xxxxxxx, Virginia Xxxx Xxxxxx Xxxxxxx and the Company for an additional 180 days, prior to April 18, 2012 (the Closing from the holders thereof. For the purpose only of this Agreement, “reserveXxxxxxx Lease Option”, “reservation” or similar words with respect to a specified number of Series A Preferred Shares of the Company shall mean that the Company shall, and the Board of Directors of the Company shall procure that the Company shall, refrain from issuing such number of shares so that such number of shares will remain in the authorized but unissued share capital of the Company until the conversion rights of the holders of any Convertible Securities exercisable for such shares are exercised in accordance with the Memorandum and Articles or otherwise).

Authorization; Consents. Each of the Company, the Founders and Kinko has all requisite legal and corporate power, and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver this Agreement and each of the Transaction Documents to which he/she/it is a party, and to carry out his/her/its respective obligations hereunder and thereunder. The authorization of all of (A) the Series A B Preferred Shares being issued and sold under this Agreement and (B) the Ordinary Shares issuable upon conversion of the Series A B Preferred Shares has been taken or will be taken prior to the Closing. This Agreement, each of the Transaction Documents to which the Company, the Founders Founder and/or Kinko is a party, when executed and delivered by the Company, the Founders and/or Kinko, will constitute the valid and legally binding obligation of the Company, the Founders and/or Kinko, as the case may be, and enforceable against such Person in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of any Series A B Preferred Shares or Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained or will be obtained prior to the Closing from the holders thereof. For the purpose only of this Agreement, “reserve”, “reservation” or similar words with respect to a specified number of Series A B Preferred Shares of the Company shall mean that the Company shall, and the Board of Directors of the Company shall procure that the Company shall, refrain from issuing such number of shares so that such number of shares will remain in the authorized but unissued share capital of the Company until the conversion rights of the holders of any Convertible Securities exercisable for such shares are exercised in accordance with the Memorandum and Articles or otherwise.

Authorization; Consents. Each The execution and delivery by Seller of the Company, the Founders and Kinko has all requisite legal and corporate power, and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver this Agreement and each of the Transaction Documents to which he/she/it is a partyagreements provided for herein, and to carry out his/her/its respective obligations the consummation by Seller of all transactions contemplated hereunder and thereunder, have been duly authorized by all requisite corporate or limited liability company action, as applicable. The authorization of all of (A) the Series A Preferred Shares being issued and sold under this This Agreement has been duly executed by Seller. This Agreement and (B) all other agreements and obligations entered into and undertaken in connection with the Ordinary Shares issuable upon conversion of the Series A Preferred Shares has been taken or will be taken prior to the Closing. This Agreement, each of the Transaction Documents transactions contemplated hereby to which the Company, the Founders and/or Kinko Seller is a party, when executed and delivered by the Company, the Founders and/or Kinko, will party constitute the valid and legally binding obligation obligations of the CompanySeller, the Founders and/or Kinko, as the case may be, and enforceable against such Person Seller in accordance with their respective terms, terms (except (i) as to the extent that the enforceability of obligations and the availability of certain remedies thereunder are subject to and may be limited by applicable general principles of equity or by bankruptcy, insolvency, reorganization, moratoriumarrangement, fraudulent transfer, moratorium and other laws of general application relating to or affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies). The issuance of any Series A Preferred Shares or Conversion Shares is not subject to any preemptive rights or rights of first refusalexecution, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained or will be obtained prior to the Closing from the holders thereof. For the purpose only delivery and performance by Seller of this Agreement, “reserve”, “reservation” or similar words with respect to a specified number of Series A Preferred Shares of Agreement and the Company shall mean that the Company shallagreements provided for herein, and the Board of Directors consummation by Seller of the Company shall procure that transactions contemplated hereby and thereby, will not, with or without the Company shallgiving of notice or the passage of time or both, refrain from issuing such number (a) violate the provisions of shares so that such number any law, rule or regulation applicable to Seller, (b) violate the provisions of shares will remain the Articles of Incorporation or Bylaws of Seller, as applicable, (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator applicable to Seller, or (d) conflict with or result in the authorized but unissued share capital breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of Seller pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which Seller is a party or by which Seller is or may be bound, except as set forth on Schedule 4.4. Except as set forth on Schedule 4.4, no filing, declaration or registration with, or consent, approval, order or authorization of, any governmental authority or other person is required to be made or obtained by Seller or any Shareholder in connection with the consummation by Seller or any Shareholder of the Company until the conversion rights of the holders of transactions contemplated by this Agreement or by any Convertible Securities exercisable for such shares are exercised other agreement delivered in accordance with the Memorandum and Articles connection herewith by Seller or otherwiseany Shareholder.

Authorization; Consents. Each of the Company, the Founders Founders, Paker and Kinko Jinko has all requisite legal and corporate power, and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver this Agreement and each of the Transaction Documents to which he/she/it is a party, and to carry out his/her/its respective obligations hereunder and thereunder. The authorization of all of (A) Ordinary Shares being issued and sold under this Agreement; (B) the Series A Preferred Shares being issued and sold under this Agreement Agreement; (C) the Series B Preferred Shares being issued and sold under this Agreement, (BD) the Ordinary Shares issuable upon the conversion of the Series A Preferred Shares and (E) the Ordinary Shares issuable upon the conversion of the Series B Preferred Shares has been taken or will be taken prior to the Closing. This Agreement, each of the Transaction Documents to which the Company, the Founders Founder, Paker and/or Kinko Jinko is a party, when executed and delivered by the Company, the Founders Founders, Paker and/or KinkoJinko, will constitute the valid and legally binding obligation of the Company, the Founders Founders, Paker and/or KinkoJinko, as the case may be, and enforceable against such Person in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of any Series A Preferred Shares, Series B Preferred Shares or Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained or will be obtained prior to the Closing from the holders thereof. For the purpose only of this Agreement, “reserve”, “reservation” or similar words with respect to a specified number of Series A Preferred Shares of the Company shall mean that the Company shall, and the Board of Directors of the Company shall procure that the Company shall, refrain from issuing such number of shares so that such number of shares will remain in the authorized but unissued share capital of the Company until the conversion rights of the holders of any Convertible Securities exercisable for such shares are exercised in accordance with the Memorandum and Articles or otherwise.