Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Medcare Technologies Inc), Securities Purchase Agreement (Medcare Technologies Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreementand any related agreements, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents by the Company Registration Rights Agreement and the execution and filing of the Certificate of Designations any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders provided however the Company does not have enough shares of its authorized common stock to issue to the Investor pursuant to this Agreement and the Company will need to (except such stockholder i) seek the approval as may be required by of its board of directors and stock holders to amend its certificate of incorporation to increase the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which common stock that it is greater than 20% authorized to issue to 750,000,000 shares of common stock (“Amended Certificate of Incorporation”) and (ii) assuming the Company’s board of directors and shareholders have approved the certificate of amendment to the Company’s certificate of incorporation to increase the number of shares outstanding on of common stock that the Initial Closing DateCompany is authorized to issue to 750,000,000 shares of common stock (“Amendment Certificate of Incorporation Approval”) and (ii) file the Amended Certificate of Incorporation with the State of Florida (“Amended Certificate of Incorporation Filing”), (iii) this Agreement is and, when executed and deliveredAgreement, the other Transaction Documents will be Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and deliveredAgreement, the other Transaction Documents, Registration Rights Agreement and assuming the execution and delivery thereof and acceptance by the Investor and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cord Blood America, Inc.), Securities Purchase Agreement (Cord Blood America, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, Agreement and the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the all other agreements entered into by the parties hereto in connection with documents necessary or desirable to effect the transactions contemplated by this Agreement hereby (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities Notes, the Bridge Warrants, the Bridge Warrant Shares and the Bridge Shares (and the Conversion Warrants, the Conversion Warrant Shares and the Conversion Shares) in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Notes, the Bridge Warrants, the Bridge Warrant Shares and the Warrants Bridge Shares (and the Conversion Warrants, the Conversion Warrant Shares and the Conversion Shares) and the reservation for issuance of the Bridge Warrant Shares issuable upon exercise of the Bridge Warrants (and the issuance of the Conversion Shares and the Conversion Warrant Shares issuable upon conversion or exercise thereofShares), have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be duly executed and delivered by the Company, (iv) this Agreement and, the Transaction Documents when executed and delivered, the other Transaction Documents, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Federal Sports & Entertainment, Inc.), Securities Purchase Agreement (Federal Sports & Entertainment, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Series A Preferred Stock, the Warrants, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement hereby or thereby (collectively, the "“Transaction Documents"), ”) and to issue the Securities shares of Series A Preferred Stock contained in the Units (the “Shares”) and the Warrants, and Conversion Shares and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), in accordance with the terms hereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and Shares, the Conversion Shares, the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's ’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, each of the other Transaction Documents will be duly executed and delivered by the Company, (iv) this Agreement and, the Transaction Documents when executed and delivered, delivered by the Company and each other Transaction Documents, party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 2 contracts
Samples: Subscription Agreement (Hyperdynamics Corp), Subscription Agreement (Shuttle Pharmaceuticals Holdings, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, and the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants ) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, any Dividend Shares with respect thereto and any shares of Common Stock issued as payment of Registration Delay Payments (as defined in the Registration Rights Agreement), have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Immune Response Corp), Securities Purchase Agreement (Advanced Tissue Sciences Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, the Escrow Agreement, and the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants ) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofexercise, as the case may be) have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (stockholders, except such stockholder approval as may be for, if required by the The Nasdaq SmallCap Market for Stock Market, Inc., approval by its stockholders prior to the issuance of a number of shares of Common Stock which is greater than equal to or in excess of 20% of the number of shares of Common Stock outstanding on immediately prior to the Initial Closing Date), ; (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, ; (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, ; and (v) prior to each of the Closing DatesDate, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 2 contracts
Samples: Securities Purchase Agreement (General Magic Inc), Securities Purchase Agreement (General Magic Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue issue, sell and perform its obligations with respect to the Securities Common Stock in accordance with the terms hereof and thereof(including the Common Stock issuable upon exercise of the Purchase Option), (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations this Agreement by the Company and the consummation by it of the transactions contemplated hereby and therebyhereby, including including, without limitation the issuance of the Preferred Shares and the Warrants and limitation, the reservation for issuance and the issuance of the Conversion Shares and Common Stock (including the Warrant Shares Common Stock issuable upon conversion or exercise thereofof the Purchase Option), have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, and (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be has been duly executed and delivered by the Company. To the Knowledge of the Company, (iv) no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement andand the issuance of the Common Stock issuable upon each Closing, and the consummation of the transactions contemplated hereby in accordance with the terms hereof. The Common Stock issuable in accordance with the terms of this Agreement (including the Common Stock issuable upon exercise of the Purchase Option), upon the issuance thereof and the payment of the Underwriting Price or Purchase Option Exercise Price therefor, as applicable, in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, and this Agreement, when executed and delivered, the other Transaction Documents, constitute the constitutes a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 2 contracts
Samples: Common Stock Underwriting Agreement (Axonyx Inc), Common Stock Underwriting Agreement (Triangle Pharmaceuticals Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities Ordinary Shares in accordance with the terms hereof and thereof. Other than any stockholder approval required for any issuance of the Ordinary Shares exceeding the Exchange Cap hereunder, (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and the execution and filing of the Certificate of Designations by the Company other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, Ordinary Shares) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders stockholders. This Agreement and the other Transaction Documents to which the Company is a party have been (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), (iii) this Agreement is andor, when executed and delivered, the other Transaction Documents will be be) duly executed and delivered by the Company, (iv) this Agreement Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the other Transaction Documentslegal, constitute the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and (v) prior to each of the Closing Dates, other agreements and instruments entered into or delivered by any of the Certificate of Designations will have been filed parties hereto in connection with the Secretary of State of the State of Delaware transactions contemplated hereby and will thereby, as may be in full force and effect, enforceable against the Company in accordance with its termsamended from time to time.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Hub Cyber Security Ltd.), Equity Purchase Agreement (ETAO International Co., Ltd.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has and Helix Wind, as applicable, each have the requisite corporate power and authority to enter into and perform its respective obligations under this Agreement, the Registration Rights AgreementNote, the Escrow AgreementGuaranty, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Security Agreements, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereofhereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company Helix Wind, as applicable, and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants Securities and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's Board ’s and Helix Wind’s Boards of Directors and no further consent or authorization is required by the Company, its Board Helix Wind, their Boards of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)their stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the CompanyCompany and Helix Wind, as applicable, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company and Helix Wind, as applicable, enforceable against the Company and Helix Wind, as applicable, in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior the Company’s and Helix Wind’s signatory has full corporate or other requisite authority to each of execute the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware Transaction Documents and will be in full force and effect, enforceable against to bind the Company in accordance with its termsand Helix Wind, as applicable.
Appears in 2 contracts
Samples: Purchase and Exchange Agreement (Helix Wind, Corp.), Purchase and Exchange Agreement (Helix Wind, Corp.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights AgreementDebentures, the Escrow AgreementWarrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants Amendments and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "Transaction Documents"), ) and to issue the Securities and amend the Amended Debentures in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 2 contracts
Samples: Exchange Agreement (Seaway Valley Capital Corp), Exchange Agreement (Seaway Valley Capital Corp)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the all other agreements entered into by the parties hereto in connection with documents necessary or desirable to effect the transactions contemplated by this Agreement hereby (collectively, collectively the "“Transaction Documents"), ”) to which it is a party and to issue the Securities Units, including the PPO Warrants and the Broker Warrants (and the Common Stock, including the Common Stock underlying the Units, the PPO Warrants and the Broker Warrants) in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Units (and the Common Stock, including the Common Stock underlying the Units, PPO Warrants and Broker Warrants) and the reservation for issuance and the issuance of the Conversion PPO Warrant Shares and the Broker Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be duly executed and delivered by the Company, (iv) this Agreement and, the Transaction Documents when executed and delivered, the other Transaction Documents, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights AgreementConvertible Debentures, the Escrow Warrants, the Security Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "Transaction DocumentsTRANSACTION DOCUMENTS"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company's other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (U.S. Helicopter CORP)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, Warrants and the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants ) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the Warrant Shares issuable upon conversion or exercise thereof, of the Warrants) have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), stockholders; (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, ; (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, ; and (v) prior to each of the Closing DatesDate, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities Common Stock in accordance with the terms hereof and thereof. Other than any stockholder approval required for any issuance of the Common Stock exceeding the Exchange Cap hereunder, (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and the execution and filing of the Certificate of Designations by the Company other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, Common Stock) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders stockholders. This Agreement and the other Transaction Documents to which the Company is a party have been (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), (iii) this Agreement is andor, when executed and delivered, the other Transaction Documents will be be) duly executed and delivered by the Company, (iv) this Agreement Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the other Transaction Documentslegal, constitute the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and (v) prior to each of the Closing Dates, other agreements and instruments entered into or delivered by any of the Certificate of Designations will have been filed parties hereto in connection with the Secretary of State of the State of Delaware transactions contemplated hereby and will thereby, as may be in full force and effect, enforceable against the Company in accordance with its termsamended from time to time.
Appears in 1 contract
Samples: Equity Purchase Agreement (Digital Health Acquisition Corp.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its subsidiaries that is party to this Agreement or any of the Note Documents has the requisite corporate power and authority to enter into and perform its obligations perform, as the case may be, under this Agreement, the Registration Rights Agreement, the Agreement and Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants all Note Documents and each of the all other agreements entered into by the parties and documents that are exhibits hereto in connection with and thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), hereby and thereby to which it is a party and to issue the Securities Notes (and the Conversion Shares) in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and the Transaction Note Documents by the Company and the execution and filing of the Certificate of Designations by the Company each such subsidiary and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Notes (and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, Shares) have been duly authorized by the Company's ’s or such subsidiary’s Board of Directors Directors, and no further consent or authorization is required by the CompanyCompany or such subsidiary, its their respective Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)their respective stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Note Documents will be duly executed and delivered by the CompanyCompany and each of its subsidiaries that is party thereto, (iv) this Agreement and, and the Note Documents when executed and delivered, the other Transaction Documents, will constitute the valid and binding obligations of the Company and each of its subsidiaries that is party thereto enforceable against the Company and each such subsidiary in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Convertible Notes, the Warrants, the Security Agreement, the Escrow Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"”), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations Designation by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, and (iv) this Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants ) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofthereof and any shares of Common Stock issued as payment of Registration Delay Payments (as defined in the Registration Rights Agreement), have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights AgreementNotes, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), and the Warrants and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement hereby or thereby (collectively, the "“Transaction Documents"), ”) and to issue the Securities Notes and the Warrants, and the Conversion Shares and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), in accordance with the terms hereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and Notes, the Conversion Shares, the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's ’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, each of the other Transaction Documents will be duly executed and delivered by the Company, (iv) this Agreement and, the Transaction Documents when executed and delivered, delivered by the Company and each other Transaction Documents, party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general by: (A) judicial principles limiting the availability of equity specific performance, injunctive relief, and other equitable remedies or applicable (B) bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or other similar laws now or hereafter in effect generally relating to, to or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms’ rights.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by Transaction Documents to which the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Company is a party and to issue the Securities Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company of this Agreement and the execution and filing of the Certificate of Designations by the Company such other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, Shares) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors or other governing body and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders shareholders. This Agreement and the other Transaction Documents to which it is a party have been (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), (iii) this Agreement is andor, when executed and delivered, the other Transaction Documents will be be) duly executed and delivered by the Company, (iv) this Agreement Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the other Transaction Documentslegal, constitute the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and (v) prior to each of the Closing Dates, other instruments entered into or delivered by any of the Certificate of Designations will have been filed parties hereto in connection with the Secretary of State of the State of Delaware transactions contemplated hereby and will thereby, as may be in full force and effect, enforceable against the Company in accordance with its termsamended from time to time.
Appears in 1 contract
Samples: Equity Distribution Agreement (Leafbuyer Technologies, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Security Documents, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Americana Publishing Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Transaction Documents and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectivelythereby, the "Transaction Documents"), and including to issue the Securities Securities, in accordance with the terms hereof and thereof, ; (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofSecurities, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's Board of Directors of the Company, and no further consent action, proceeding, consent, waiver or authorization is is, or will be at the time of execution of each such Transaction Document, required by or from the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), stockholders; (iii) this Agreement is andhas been, when executed and delivered, at the Closing each of the other Transaction Documents will be when delivered at the Closing, duly executed and delivered by the Company, ; and (iv) this Agreement and, when executed and delivered, the other Transaction Documents, when delivered at the Closing will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remediesremedies and, and (v) prior with respect to each of any rights to indemnity or contribution contained in the Closing DatesTransaction Documents, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will as such rights may be in full force and effect, enforceable against the Company in accordance with its termslimited by state or federal laws or public policy underlying such laws.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)amended, the Warrants and each of the all other agreements entered into by the parties hereto in connection with documents necessary or desirable to effect the transactions contemplated by this Agreement hereby (collectively, collectively the "“Transaction Documents"), ”) to which it is a party and to issue the Securities Units, including the PPO Warrants and the Broker Warrants (and the Common Stock, including the Common Stock underlying the Units, the PPO Warrants and the Broker Warrants) in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Units (and the Common Stock, including the Common Stock underlying the Units, PPO Warrants and Broker Warrants) and the reservation for issuance and the issuance of the Conversion PPO Warrant Shares and the Broker Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be duly executed and delivered by the Company, (iv) this Agreement and, the Transaction Documents when executed and delivered, the other Transaction Documents, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, the Escrow Agreement, and the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement 8) (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares Common Shares, the Repricing Rights and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares and the Warrant Repricing Common Shares issuable upon conversion or exercise thereofof the Warrants and the Repricing Rights, respectively, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders generally (except such stockholder approval as other than the consent of the stockholders that may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% applicable rules of the number of shares outstanding on the Initial Closing Date)Nasdaq Stock Market, Inc., (iii) this Agreement is andhas been, when executed and deliveredupon execution by the Company and delivery of the other Transaction Documents, the such other Transaction Documents will be have been duly executed and delivered by the Company, and (iv) this Agreement andconstitutes, when executed and delivered, upon execution and delivery by the Company of the other Transaction Documents, such other Transaction Documents will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Queen Sand Resources Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants, the Registration Rights Agreement, the Escrow Agreement, and the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"”), and each of the other agreements entered into by the parties hereto that are contemplated by this Agreement and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants and Securities, the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (CLS Holdings USA, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Escrow Security Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Escrow Agreement and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement hereby or thereby (collectively, the "“Transaction Documents"), ”) and to issue the Securities Notes, the Warrants, the Placement Agent Warrants, the Conversion Shares and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) and the Placement Agent Warrants (the “Placement Agent Warrant Shares”), in accordance with the terms hereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Notes, the Conversion Shares, the Warrants, the Warrant Shares, and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Placement Agent Warrant Shares issuable upon conversion or exercise thereofShares, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's ’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, each of the other Transaction Documents will be duly executed and delivered by the Company, (iv) this Agreement and, the Transaction Documents when executed and delivered, delivered by the Company and each other Transaction Documents, party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Subscription Agreement (Enumeral Biomedical Holdings, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Registration Rights Agreement, the Escrow AgreementSecurity Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants and Securities, the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement if demanded by the Investor or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Generation Alpha, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its Subsidiaries party thereto has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow AgreementAgreement and the Merger Agreement (collectively with all other documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants certificates or instruments executed and each of the other agreements entered into by the parties hereto delivered in connection with the transactions contemplated by this Agreement (collectivelyhereby or thereby, the "“Transaction Documents")”) and to consummate the transactions contemplated thereby, and including to issue the Securities Shares, in accordance with the terms hereof and thereof, ; (ii) the execution and delivery by the Company and each of its Subsidiaries party thereto of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except other applicable governing body of the Company or such stockholder approval as may Subsidiary, and no further action, proceeding, consent, waiver or authorization is, or will be at the time of execution of each such Transaction Document, required by or from the Nasdaq SmallCap Market for the issuance Company or any such Subsidiary, its respective Board of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), Directors or other governing body or its respective stockholders or equityholders; (iii) this Agreement is andhas been, when executed and delivered, at the Closing each of the other Transaction Documents will be when delivered at the Closing, duly executed and delivered by the Company, Company and each of its Subsidiaries party thereto; and (iv) this Agreement and, when executed and delivered, the other Transaction Documents, when delivered at the Closing or at the closing of the Merger, as applicable, will constitute the valid and binding obligations of the Company and its Subsidiaries party thereto enforceable against the Company and its Subsidiaries party thereto in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remediesremedies and, and (v) prior with respect to each of any rights to indemnity or contribution contained in the Closing DatesTransaction Documents, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will as such rights may be in full force and effect, enforceable against the Company in accordance with its termslimited by state or federal laws or public policy underlying such laws.
Appears in 1 contract
Samples: Subscription Agreement (Compass Therapeutics, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company of this Agreement and the execution and filing of the Certificate of Designations by the Company other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, Common Shares) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders shareholders, subject to Section 2.01(c)(iii). This Agreement and the other Transaction Documents to which the Company is a party have been (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), (iii) this Agreement is andor, when executed and delivered, the other Transaction Documents will be be) duly executed and delivered by the Company, (iv) this Agreement Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the other Transaction Documentslegal, constitute the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and (v) prior to each of the Closing Dates, other agreements and instruments entered into or delivered by any of the Certificate of Designations will have been filed parties hereto in connection with the Secretary of State of the State of Delaware transactions contemplated hereby and will thereby, as may be in full force and effect, enforceable against the Company in accordance with its termsamended from time to time.
Appears in 1 contract
Samples: Equity Purchase Agreement (Calidi Biotherapeutics, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, and the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants ) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by Documents, the Company Warrants and the execution and filing of the Certificate of Designations Articles Supplementary by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)unless otherwise herein provided for, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be and the Warrants have been duly executed and delivered by the Company, (iv) this Agreement and, when executed the Transaction Documents and delivered, the other Transaction Documents, Warrants constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Initial Closing DatesDate, the Certificate of Designations Articles Supplementary will have been be filed with the Secretary of State of the State of Delaware Maryland and prior to each of the Closing Dates will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents")any related agreements, and to issue the Securities Series A Preferred Shares and the Conversion Shares, the Warrants (as defined hereinbelow), or shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents by the Company Registration Rights Agreement and the execution and filing of the Certificate of Designations any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Series A Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and deliveredAgreement, the other Transaction Documents, Registration Rights Agreement and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing DatesDate, the Certificate of Designations will have substantially in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware New Jersey and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Diamond Entertainment Corp)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants, , the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights AgreementDebentures, the Escrow AgreementWarrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants Amendments and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities and amend the Amended Debentures in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, Agreement and the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the all other agreements entered into by the parties hereto in connection with documents necessary or desirable to effect the transactions contemplated by this Agreement hereby (collectively, collectively the "“Transaction Documents"), ”) to which it is a party and to issue the Securities Notes, the Bridge Warrants and the Bridge Warrant Shares (and the Conversion Warrants, the Conversion Warrant Shares and the Conversion Shares) in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Notes, the Bridge Warrants and the Bridge Warrant Shares (and the Conversion Warrants, the Conversion Warrant Shares and the Warrants Conversion Shares) and the reservation for issuance of the Bridge Warrant Shares issuable upon exercise of the Bridge Warrants (and the issuance of the Conversion Shares and the Conversion Warrant Shares issuable upon conversion or exercise thereofShares), have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be duly executed and delivered by the Company, (iv) this Agreement and, the Transaction Documents when executed and delivered, the other Transaction Documents, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cahaba Pharmaceuticals, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by Transaction Documents to which the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Company is a party and to issue the Securities Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company of this Agreement and the execution and filing of the Certificate of Designations by the Company such other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, Commitment Fee Shares) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors or other governing body and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders shareholders. This Agreement and the other Transaction Documents to which it is a party have been (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), (iii) this Agreement is andor, when executed and delivered, the other Transaction Documents will be be) duly executed and delivered by the Company, (iv) this Agreement Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the other Transaction Documentslegal, constitute the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means this Agreement, the Note Purchase Agreement (the “Note Purchase Agreement”) of even date herewith among the Company, the Subsidiaries and the Investor, and (v) prior to other Transaction Documents as such term is defined in the Note Purchase Agreement, and each of the Closing Dates, other agreements and instruments entered into or delivered by any of the Certificate of Designations will have been filed parties hereto in connection with the Secretary of State of the State of Delaware transactions contemplated hereby and will thereby, as may be in full force and effect, enforceable against the Company in accordance with its termsamended from time to time.
Appears in 1 contract
Samples: Equity Distribution Agreement (Generation Alpha, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing Articles of the Certificate of Designations Amendment by the Company and the consummation by it of the transactions contemplated hereby and thereby, thereby (including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof), have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (stockholders, except such stockholder approval as may be for, if required by the Nasdaq SmallCap Principal Market for (as defined below), approval by its stockholders prior to the issuance of a number of shares of Common Stock which is greater than equal to or in excess of 20% of the number of shares of Common Stock outstanding on immediately prior to the Initial Closing Date), ; (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, ; (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, ; and (v) prior to each of the Closing Dates, the Certificate Articles of Designations will Amendment have been filed with the Secretary of State of the State of Delaware Florida and will be in full force and effect, enforceable against the Company in accordance with its terms.. The "PRINCIPAL MARKET" shall mean the securities or trading market upon which the Common Stock is listed or quoted provided that such market is one of the following: the over-the-counter market on the electronic bulletin board (the "OTC"), The Nasdaq SmallCap Market, The Nasdaq National Market, The American Stock Exchange, Inc. or The New York Stock Exchange, Inc.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow AgreementWarrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Escrow Agreement and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement hereby or thereby (collectively, the "“Transaction Documents"), ”) and to issue the Securities Securities, the Ordinary Shares issuable upon exercise of the Warrants (the “Warrant Shares”), and the securities issuable to the Placement Agent in accordance with the terms hereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Securities, the Warrant Shares and the Warrants and securities issuable to the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofPlacement Agent, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's Board ’s board of Directors directors (the “Board”), and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its Board of Directors or its stockholders shareholders, provided however that with respect to any subscription and/or Closing to made under this Agreement by a Subscriber which is qualified as a controlling shareholder or controlling shareholders of the Company (except such stockholder approval as may in accordance with the terms of the Israeli Companies Law 5759-1999 and the applicable rules and regulations thereunder (the “Companies Law”)) with an interest respect to the transactions contemplated by this Agreement, will also have to be required approved by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% audit committee of the number of shares outstanding on Company and the Initial Closing Date)Company’s shareholders in accordance with the Companies Law, (iii) this Agreement is and, when executed and delivered, each of the other Transaction Documents will be duly executed and delivered by the Company, (iv) this Agreement and, the Transaction Documents when executed and delivered, delivered by the Company and each other Transaction Documents, party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered a proceeding at law or in equity), or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remediesremedies now or hereafter in effect, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and (v) prior to each except that no representation is made herein regarding the enforceability of the Closing DatesCompany’s obligations to provide indemnification and contribution remedies under applicable securities laws. The Transaction Documents have been prepared in conformity with all applicable laws and in compliance with Regulation D and/or Section 4(a)(2) of the Securities Act and the requirements of all other rules and regulations of the Securities and Exchange Commission related to offerings of the type contemplated by the Offering and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Securities are to be offered and sold. Assuming the accuracy of the representations and warranties of the Subscribers contained in Section 5(a) through 5(c) hereof, the Certificate of Designations Securities will have been filed with be offered and sold pursuant to the Secretary of State registration exemption provided by Regulation D and/or Section 4(a)(2) of the State Securities Act and the requirements of Delaware and will any applicable state securities laws. To the knowledge of the Company, the Transaction Documents do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in full force and effectlight of the circumstances under which they were made, enforceable against not misleading. To the extent the Offering is conducted on a Regulation D basis (i) none of Company, nor to the knowledge of the Company, any of its directors, executive officers, other officers of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in accordance any capacity at the time of sale (each an “Issuer Covered Person”) is subject to any “Bad Actor” disqualifications described in Rule 506 (d)(1)(i)-(viii) under the Securities Act (a “Disqualification Event”), (ii) the Company has exercised reasonable care to determine whether any Issuer Covered person is subject to a Disqualification Event and (iii)the Company has complied, to the extent applicable, with its termsdisclosure obligations under Rule 506(e).
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 57(a)(x), the Warrants ) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue issue, sell and deliver the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof and the Warrant Shares issuable upon conversion or exercise thereofof the Warrants, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have has been filed with the Secretary of State of the State of Delaware Florida and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its subsidiaries that is party to this Agreement or any of the Note Documents has the requisite corporate power and authority to enter into and perform its obligations perform, as the case may be, under this Agreement, the Registration Rights Agreement, the Agreement and Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants all Note Documents and each of the all other agreements entered into by the parties and documents that are exhibits hereto in connection with and thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), hereby and thereby to which it is a party and to issue the Securities Notes and the Warrants (and the Conversion Shares and the Warrant Shares) in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and the Transaction Note Documents by the Company and the execution and filing of the Certificate of Designations by the Company each such subsidiary and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Notes and the Warrants (and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, Shares) have been duly authorized by the Company's ’s or such subsidiary’s Board of Directors Directors, and no further consent or authorization is required by the CompanyCompany or such subsidiary, its their respective Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)their respective stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Note Documents will be duly executed and delivered by the CompanyCompany and each of its subsidiaries that is party thereto, (iv) this Agreement and, and the Note Documents when executed and delivered, the other Transaction Documents, will constitute the valid and binding obligations of the Company and each of its subsidiaries that is party thereto enforceable against the Company and each such subsidiary in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Thompson Designs Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Registration Rights Agreement, the Escrow Agreement, Security Documents and the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants and Securities, the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofCommitment Fee Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement if demanded by the Investor or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Galaxy Next Generation, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Security Agreement, the Escrow Investor Registration Rights Agreement, the Irrevocable Transfer Agent Instructions Instructions, and any related agreements (as defined in Section 5), collectively the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Convertible Debentures, the Security Shares, the Warrants, the Warrant Shares and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Convertible Debentures, the Security Shares, the Warrants, the Warrant Shares and the Warrants Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.executing
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of Documents, the Certificate of Designations and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be and the Warrants have been duly executed and delivered by the Company, (iv) this Agreement and, when executed the Transaction Documents and delivered, the other Transaction Documents, Warrants constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing DatesDate, the Certificate of Designations will have has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Imaging Technologies Corp/Ca)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow AgreementWarrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Escrow Agreement and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement hereby or thereby (collectively, the "“Transaction Documents"), ”) and to issue the Securities Securities, the Ordinary Shares issuable upon exercise of the Warrants (the “Warrant Shares”), and the securities issuable to the Placement Agent in accordance with the terms hereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Securities, the Warrant Shares and the Warrants and securities issuable to the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofPlacement Agent, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's Board ’s board of Directors directors (the “Board”), and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its Board of Directors or its stockholders shareholders, provided however that with respect to any subscription and/or Closing to made under this Agreement by a Subscriber which is qualified as a controlling shareholder or controlling shareholders of the Company (except such stockholder approval as may in accordance with the terms of the Israeli Companies Law 5759-1999 and the applicable rules and regulations thereunder (the “Companies Law”)) with an interest respect to the transactions contemplated by this Agreement, will also have to be required approved by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% audit committee of the number of shares outstanding on Company and the Initial Closing Date)Company’s shareholders in accordance with the Companies Law, (iii) this Agreement is and, when executed and delivered, each of the other Transaction Documents will be duly executed and delivered by the Company, (iv) this Agreement and, the Transaction Documents when executed and delivered, delivered by the Company and each other Transaction Documents, party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered a proceeding at law or in equity), or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remediesremedies now or hereafter in effect, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and (v) prior to each except that no representation is made herein regarding the enforceability of the Closing DatesCompany’s obligations to provide indemnification and contribution remedies under applicable securities laws. The Transaction Documents have been prepared in conformity with all applicable laws and in compliance with Regulation D and/or Section 4(a)(2) of the Securities Act and the requirements of all other rules and regulations of the Securities and Exchange Commission related to offerings of the type contemplated by the Offering and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Securities are to be offered and sold. Assuming the accuracy of the representations and warranties of the Subscribers contained in Section 5(a) through 5(c) hereof, the Certificate of Designations Securities will have been filed with be offered and sold pursuant to the Secretary of State registration exemption provided by Regulation D and/or Section 4(a)(2) of the State Securities Act and the requirements of Delaware and will any applicable state securities laws. To the knowledge of the Company, the Transaction Documents do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in full force and effectlight of the circumstances under which they were made, enforceable against not misleading. To the extent the Offering is conducted on a Regulation D basis (i) none of Company, nor to the knowledge of the Company, any of its directors, executive officers, other officers of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in accordance any capacity at the time of sale (each an “Issuer Covered Person”) is subject to any “Bad Actor” disqualifications described in Rule 506 (d)(1)(i)-(viii) under the Securities Act (a “Disqualification Event”), (ii) the Company has exercised reasonable care to determine whether any Issuer Covered person is subject to a Disqualification Event and (iii) the Company has complied, to the extent applicable, with its termsdisclosure obligations under Rule 506(e).
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, Agreement and the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement ) (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, thereby (including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof), have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (stockholders, except such stockholder approval as may be for, if required by The Nasdaq Stock Market, Inc. (or such other national exchange upon which the Nasdaq SmallCap Market for Common Stock is listed), approval by its stockholders prior to the issuance of a number of shares of Common Stock which is greater than equal to or in excess of 20% of the number of shares of Common Stock outstanding on immediately prior to the Initial Closing Date), ; (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, ; (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, ; and (v) prior to each of the Initial Closing DatesDate, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and and, on each Closing Date, will be in full force and effect, without any amendment or modification thereto from the form of Certificate of Designations in effect on the Initial Closing Date, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ariad Pharmaceuticals Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations Amendment by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market AMEX for the issuance of a number of shares of Common Stock which is greater than 2019.99% of the number of shares outstanding on the Initial Closing Date), (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations Amendment will have been filed with the Secretary of State of the State of Delaware New York and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Andrea Electronics Corp)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance redemption of the Preferred Shares and the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofof the Warrants, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, and (iv) this Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Redemption and Exchange Agreement (Proxymed Inc /Ft Lauderdale/)
Authorization, Enforcement, Compliance with Other Instruments. (i) -------------------------------------------------------------- The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement, the Debenture Registration Rights Agreement, the Escrow Warrant Agreement, Security Agreement, and the Irrevocable Transfer Agent Instructions (as defined in Section 5)among the Company, the Warrants Holder, Transfer Agent, and Dutchess Capital Management, LLC and the Debenture Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Subscription Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities Debentures in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofDebentures pursuant to this Subscription Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)shareholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly and validly executed and delivered by the Company, and (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants (as defined herein), the Security Documents, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the registration statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Neomedia Technologies Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights AgreementConvertible Debentures, the Escrow AgreementWarrants, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Neomedia Technologies Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants, the Security Documents, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants Mortgage, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "Transaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's Board of Directors (the "Board") and no further consent or authorization is required by the Company, its the Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company's other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights AgreementConvertible Debentures, the Escrow Warrants, the Ratification Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Neomedia Technologies Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Registration Rights Agreement, to issue, sell and perform its obligations with respect to the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), Convertible Note and the Warrants and each of the other agreements entered into by the parties hereto in connection accordance with the transactions contemplated by this Agreement (collectively, the "Transaction Documents")terms hereof, and to issue the Securities Conversion Shares and the Warrant Shares upon conversion of the Convertible Note and the exercise of the Warrants, respectively, in accordance with the terms hereof Convertible Note and thereofthe Warrants, respectively, (ii) the execution and delivery of this Agreement, the Transaction Documents by Convertible Note, the Company Warrants and the execution and filing of the Certificate of Designations Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Convertible Note and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Convertible Note and the Warrant Shares issuable upon conversion or exercise thereof, of the Warrants have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and deliveredAgreement, the other Transaction Documents will be Registration Rights Agreement, the Convertible Note and the Warrants have been duly executed and delivered by the Company, and (iv) this Agreement and, when executed and deliveredAgreement, the other Transaction DocumentsRegistration Rights Agreement, the Convertible Note and the Warrants constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (International Microcomputer Software Inc /Ca/)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents")any related agreements, and to issue the Securities Series A Preferred Shares and the Conversion Shares, the Warrants (as defined herein below), or shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents by the Company Registration Rights Agreement and the execution and filing of the Certificate of Designations any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Series A Preferred Shares, the Conversion Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)shareholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and deliveredAgreement, the other Transaction Documents, Registration Rights Agreement and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing DatesDate, the Certificate of Designations Determination will have been filed with the Secretary of State of the State of Delaware California and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The the Company and each Subsidiary has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions Convertible Debentures (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection together with the transactions contemplated by this Agreement (collectivelySecurity Documents, collectively the "“Transaction Documents")”) (in each case, to the extent each is a party thereto) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and each Subsidiary (to the execution and filing of the Certificate of Designations by the Company extent each is a party thereto) and the consummation by it each of them of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and Securities by the Warrants and Company, the reservation for issuance and the issuance of the Conversion Shares by the Company (other than as provided in Section 4(d) hereof), and the reservation for issuance and the issuance of the Warrant Shares issuable upon conversion or exercise thereofby the Company (other than as provided in Section 4(d) hereof), have been duly authorized by the Company's ’s or each applicable Subsidiary’s Board of Directors and no further consent or authorization is required by the CompanyCompany or any applicable Subsidiary, its Board any Boards of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the CompanyCompany and each Subsidiary (to the extent each is a party thereto), (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company and each Subsidiary (to the extent each is a party thereto), enforceable against the Company each of them in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company and each Subsidiary executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s or such Subsidiary’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue issue, sell and perform its obligations with respect to the Securities Series B Preferred Shares and the Conversion Shares in accordance with the terms hereof and thereofthe Certificate of Designation and to issue the Conversion Shares upon conversion of the Series B Preferred Shares in accordance with the Certificate of Designation, (ii) the execution and delivery of the Transaction Documents by the Company this Agreement and the execution and filing of the Certificate of Designations Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Series B Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)shareholders, (iii) this Agreement is and, when executed and deliveredAgreement, the other Transaction Documents will be Registration Rights Agreement and the certificates for the Series B Preferred Shares have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and deliveredAgreement, the other Transaction Documents, Registration Rights Agreement and the certificates for the Series B Preferred Shares constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing DatesDate, the Certificate of Designations Designation will have been filed with the Secretary of State of the State of Delaware Minnesota and will be in full force and effect, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.
Appears in 1 contract
Samples: Securities Purchase Agreement (Intranet Solutions Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), ) and to issue the Securities in accordance with the terms hereof and thereof, subject to the satisfaction of the condition set forth in Section 6(a)(v); (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, thereby (including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof), have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by stockholders, subject to the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% satisfaction of the number of shares outstanding on the Initial Closing Datecondition set forth in Section 6(a)(v), ; (iii) this Agreement is andhas been, when executed and deliveredon or prior to the Initial Closing, the other Transaction Documents will be shall have been duly executed and delivered by the Company, ; (iv) this Agreement andconstitutes, when executed and delivered, upon execution and delivery of the other Transaction DocumentsDocuments they shall constitute, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, subject to the satisfaction of the condition set forth in Section 6(a)(v); and (v) prior to each of the Initial Closing DatesDate, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and and, on each Closing Date, will be in full force and effect, without any amendment or modification thereto from the form of Certificate of Designations in effect on the Initial Closing Date, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Intelect Communications Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants, the Security Documents, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants Warrant Amendments, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Intrepid Technology & Resources, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights AgreementConvertible Debentures, the Escrow Warrants, the Security Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (U.S. Helicopter CORP)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement hereby or thereby (collectively, the "“Transaction Documents"), ”) and to issue the Securities shares of Common Stock contained in the Units (the “Shares”), the Warrants, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), in accordance with the terms hereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and Shares, the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's ’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, each of the other Transaction Documents will be duly executed and delivered by the Company, (iv) this Agreement and, the Transaction Documents when executed and delivered, delivered by the Company and each other Transaction Documents, party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Registration Rights Agreement, to issue, sell and perform its obligations with respect to the Escrow AgreementConvertible Notes and the Warrants in accordance with the terms hereof, the Irrevocable Transfer Agent Instructions (Convertible Notes and the Warrants, as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents")applicable, and to issue the Securities Conversion Shares and the Warrant Shares upon conversion of the Convertible Notes and the exercise of the Warrants, respectively, in accordance with the terms hereof Convertible Notes and thereofthe Warrants, respectively, (ii) the execution and delivery of this Agreement, the Transaction Documents by Convertible Notes, the Company Warrants and the execution and filing of the Certificate of Designations Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Convertible Notes and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Convertible Notes and the Warrant Shares issuable upon conversion or exercise thereof, of the Warrants have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and deliveredAgreement, the other Transaction Documents will be Registration Rights Agreement, the Convertible Notes and the Warrants have been duly executed and delivered by the Company, and (iv) this Agreement and, when executed and deliveredAgreement, the other Transaction DocumentsRegistration Rights Agreement, the Convertible Notes and the Warrants constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Softnet Systems Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, the Escrow Agreement, the Irrevocable Transfer Agent Instructions Escrow Shares Escrow Agreement and any related agreements (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "Transaction Documents"), ) and to issue the Securities Convertible Debentures, the Escrow Shares, the Shares and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Convertible Debentures, the Shares and the Warrants Escrow Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termsCompany's other obligations under such documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (StrikeForce Technologies Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement and any related agreements, and to issue the Series A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares, in accordance with the terms hereof and thereof, subject to the approval of the Company's shareholders of an amendment to its obligations under Certificate of Incorporation to authorize an additional forty million (40,000,000) shares of Common Stock (the "Share Increase") at its annual meeting of shareholders to be held in November 1998 (the "Shareholders' Meeting"), (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Series A Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (stockholders, except such stockholder for the approval as may be required of the Share Increase and of additional listing of shares on Nasdaq by the Nasdaq SmallCap Market for Company's shareholders at the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)Shareholders' Meeting, (iii) this Agreement is and, when executed and deliveredAgreement, the other Transaction Documents will be Registration Rights Agreement, the Warrants, and any related agreements have been duly executed and delivered by the Company, and (iv) this Agreement and, when executed and deliveredAgreement, the other Transaction DocumentsRegistration Rights Agreement, the Warrants, and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and . (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.c)
Appears in 1 contract
Samples: Securities Purchase Agreement Securities Purchase Agreement (Finet Holdings Corp)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Offering Documents and to issue the Securities Shares, Placement Agent Warrants and the Class B Common Shares underlying the same in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of each of the Certificate of Designations by the Company Offering Documents and Placement Agent Warrants and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Shares, Placement Agent Warrants and the reservation for issuance and Class B Common Shares underlying the issuance same have been, or will be at the time of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofexecution of such Offering Documents, have been duly authorized by the Company's ’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Offering Documents and Placement Agent Warrants, required by the Company, its respective Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)shareholders, (iii) this Agreement is and, when executed each of the Offering Documents and delivered, the other Transaction Documents Placement Agent Warrants will be duly executed and delivered by the Company, (iv) this Agreement and, the Offering Documents and Placement Agent Warrants when executed and delivered, delivered by the Company and each other Transaction Documents, party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, to issue, sell and perform its obligations with respect to the Registration Rights AgreementSeries B Preferred Stock in -3- accordance with the terms hereof, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each Certificate of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Designation and to issue the Securities Conversion Shares upon conversion of the Series B Preferred Stock in accordance with the terms hereof and thereofCertificate of Designation, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Series B Preferred Shares and the Warrants and the reservation for issuance Stock and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofof the Series B Preferred Stock in accordance with the terms of the Certificate of Designation, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)shareholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be certificates for the Series B Preferred Stock have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, certificates for the Series B Preferred Stock constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations Designation will have been filed with the Secretary of State of the State of Delaware within thirty (30) days after the Closing date hereof and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Urecoats Industries Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights AgreementAgreement and the Warrants, to issue, sell and perform its obligations with respect to the Preferred Stock and the Warrants in accordance with the terms hereof, the Escrow AgreementCertificate of Designation and the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents")applicable, and to issue the Securities Conversion Shares and the Warrant Shares upon conversion of the Preferred Stock and the exercise of the Warrants, respectively, in accordance with the terms hereof Certificate of Designation and thereofthe Warrants, respectively, (ii) the execution and delivery of this Agreement, the Transaction Documents by the Company Registration Rights Agreement and the execution and filing of the Certificate of Designations Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares Stock and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Stock in accordance with the terms of the Certificate of Designation and the Warrant Shares issuable upon conversion or exercise thereof, of the Warrants have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)shareholders, (iii) this Agreement is and, when executed and deliveredAgreement, the other Transaction Documents will be Registration Rights Agreement, the certificates for the Preferred Stock and the Warrants have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and deliveredAgreement, the other Transaction DocumentsRegistration Rights Agreement, the certificates for the Preferred Stock and the Warrants constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing DatesDate, the Certificate of Designations Designation will have been filed with the Secretary of State of the State of Delaware Missouri and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Applied Digital Solutions Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants, the Security Documents, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants Mortgage, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors (the “Board”) and no further consent or authorization is required by the Company, its the Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, the Escrow Agreement, and the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants ) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofexercise, as the case may be) have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (stockholders, except such stockholder approval as may be for, if required by the Nasdaq SmallCap Market for NYSE, approval by its stockholders prior to the issuance of a number of shares of Common Stock which is greater than equal to or in excess of 20% of the number of shares of Common Stock outstanding on immediately prior to the Initial Closing Date), ; (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, ; (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, ; and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Convertible Debentures, the Warrants, the Security Agreement, the Escrow Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Convertible Debentures, the Warrants, the Security Agreement, the Escrow Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Junior Debentures, the Warrants, the Security Documents, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except stockholders, other than the Stockholder Approval and such stockholder approval as may approvals and authorizations which will be required sought by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)Company and obtained prior to Closing, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Samples: Additional Securities Purchase Agreement (Zvue Corp)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, its obligations under the Escrow AgreementWarrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants ) and each of the other agreements agreements, if any, entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"”), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations Amendment by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred D Shares and the Warrants and the reservation for issuance issuance, and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or of the Preferred D Shares and of the shares of Common Stock issuable upon exercise thereof, of the Warrants have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market AMEX for the issuance of (or the obligation to issue) a number of shares of Common Stock which is greater than 2019.99% of the number of shares outstanding on prior to the Initial Closing Date), (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations Amendment will have been filed with the Secretary of State of the State of Delaware New York and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Andrea Electronics Corp)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company of this Agreement and the execution and filing of the Certificate of Designations by the Company other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Ordinary Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, of the Warrants) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors or other governing body and no further filing, consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders shareholders other than an amendment to the Company’s articles of organization to reflect its change from a privately traded company to a publicly traded company. This Agreement and the other Transaction Documents to which it is a party have been (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), (iii) this Agreement is andor, when executed and delivered, the other Transaction Documents will be be) duly executed and delivered by the Company, (iv) this Agreement Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the other Transaction Documentslegal, constitute the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants, and (v) prior to each of the Closing Dates, other agreements and instruments entered into or delivered by any of the Certificate of Designations will have been filed parties hereto in connection with the Secretary of State of the State of Delaware transactions contemplated hereby and will thereby, as may be in full force and effect, enforceable against the Company in accordance with its termsamended from time to time.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights AgreementWarrant and any other documents or instruments in connection herewith(the “Transaction Documents”) and to issue the Units, the Escrow Agreement, underlying Ordinary Shares and Warrants comprising the Irrevocable Transfer Agent Instructions (as defined in Section 5), Unit and the Warrants and each Ordinary Shares issuable upon exercise of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement Warrant (collectively, the "Transaction Documents"“Securities”), and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofSecurities, have been been, or will be at the time of execution of such Transaction Document by the Company, duly authorized by the Company's ’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), stockholders; (iii) this Agreement is and, when executed and delivered, each of the other Transaction Documents will be duly executed and delivered by the Company, ; and (iv) this Agreement and, the Transaction Documents when executed and delivered, the other Transaction Documents, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remediesremedies and, and (v) prior with respect to each of any rights to indemnity or contribution contained in the Closing DatesTransaction Documents, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will as such rights may be in full force and effect, enforceable against the Company in accordance with its termslimited by state or federal laws or public policy underlying such laws.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Offering Documents and to issue the Securities Securities, Placement Agent Warrants and the Class B Common Shares underlying the same in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of each of the Certificate of Designations by the Company Offering Documents and Placement Agent Warrants and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Securities, Placement Agent Warrants and the reservation for issuance and Class B Common Shares underlying the issuance same have been, or will be at the time of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofexecution of such Offering Document, have been duly authorized by the Company's ’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Offering Document and Placement Agent Warrants, required by the Company, its respective Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed each of the Offering Documents and delivered, the other Transaction Documents Placement Agent Warrants will be duly executed and delivered by the Company, (iv) this Agreement and, the Offering Documents and Placement Agent Warrants when executed and delivered, delivered by the Company and each other Transaction Documents, party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreementany Promissory Note, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company of this Agreement and the execution and filing of the Certificate of Designations by the Company other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, Common Shares) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders shareholders. This Agreement, a Promissory Note, and the other Transaction Documents to which it is a party have been (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), (iii) this Agreement is andor, when executed and delivered, the other Transaction Documents will be be) duly executed and delivered by the Company, (iv) this Agreement Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the other Transaction Documentslegal, constitute the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, any Promissory Notes, and (v) prior to each of the Closing Dates, other agreements and instruments entered into or delivered by any of the Certificate of Designations will have been filed parties hereto in connection with the Secretary of State of the State of Delaware transactions contemplated hereby and will thereby, as may be in full force and effect, enforceable against the Company in accordance with its termsamended from time to time.
Appears in 1 contract
Samples: Equity Agreement (Canoo Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants, the Security Documents, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. Subject to the Company having in force at all material times approval from the shareholders of the Company for the directors to exercise any power of the Company to issue Ordinary Shares: (ia) The the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to allot and issue the Securities Shares in accordance with the terms hereof and thereof, ; and (iib) the execution and delivery of the Transaction Documents by the Company of this Agreement and the execution and filing of the Certificate of Designations by the Company other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, Shares) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors. This Agreement and no further consent or authorization the other Transaction Documents to which the Company is required by the Company, its Board of Directors or its stockholders a party have been (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), (iii) this Agreement is andor, when executed and delivered, the other Transaction Documents will be be) duly executed and delivered by the Company, (iv) this Agreement Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the other Transaction Documentslegal, constitute the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, each Advance Notice delivered pursuant to this Agreement and (v) prior such other agreement or instrument designated by the parties in writing as a Transaction Document, as may be amended from time to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termstime.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its Subsidiaries party thereto has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Registration Rights Agreement, the Escrow Agreement(collectively with all other documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants certificates or instruments executed and each of the other agreements entered into by the parties hereto delivered in connection with the transactions contemplated by this Agreement (collectivelyhereby or thereby, the "“Transaction Documents")”) and to consummate the transactions contemplated thereby, and including to issue the Securities Shares, in accordance with the terms hereof and thereof, ; (ii) the execution and delivery by the Company and each of its Subsidiaries party thereto of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's board of directors of the Company the (“Board of Directors Directors”) or other applicable governing body of the Company or such Subsidiary, and no further consent action, proceeding, consent, waiver or authorization is required by or from the CompanyCompany or any such Subsidiary, its Board respective board of Directors directors or other governing body or its respective stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), or equity holders; (iii) this Agreement is and, when executed and delivered, each of the other Transaction Documents will be have been duly executed and delivered by the Company, ; and (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company and its Subsidiaries party thereto in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remediesremedies and, and (v) prior with respect to each of any rights to indemnity or contribution contained in the Closing DatesTransaction Documents, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will as such rights may be in full force and effect, enforceable against the Company in accordance with its termslimited by state or federal laws or public policy underlying such laws.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (ia) The Company has the requisite corporate power and authority to enter into and perform its obligations under each of this Agreement, any and all amendments thereto, the Bridge Notes, the Repricing Warrants, the Warrants, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable individual guaranties and stock pledge agreements of each of Xxxxxx Xxxx and Cyberfin Corp., a Massachusetts corporation, on behalf of Xxxxx Xxxx, the Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants Financing Statement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsAgreements" and individually a "Transaction Agreement"), and to issue the Securities Bridge Notes, the Repricing Warrants, the Warrants, the Conversion Shares, the Repricing Shares, and the Warrant Shares in accordance with the terms hereof and thereof, ; (iib) the execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company Agreements and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares Bridge Notes, the Warrants, and the Warrants and Repricing Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Bridge Notes and the reservation for issuance and the issuance of the Repricing Shares, and the Warrant Shares, upon exercise of the Repricing Warrants, and the Warrants (the Bridge Notes, the Repricing Warrants, the Warrants, the Conversion Shares, the Repricing Shares, and the Warrant Shares issuable upon conversion or exercise thereofare hereinafter collectively, the "Securities") have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholders stockholders; (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% c) each of the number of shares outstanding on the Initial Closing Date), (iii) this Agreement is and, when executed Transaction Agreements have been duly and delivered, the other Transaction Documents will be duly validly executed and delivered by the Company, ; and (ivd) this Agreement and, when executed and delivered, each of the other Transaction Documents, constitute Agreements constitutes the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Pledge and Escrow Agreement, the Warrants Insider Pledge and each of Escrow Agreement, and any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Convertible Debentures, the Conversion Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termsCompany’s other obligations under such documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Immune Response Corp)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Subsidiary Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Pledge and Escrow Agreement, the Warrants Officer’s Pledge and each of Escrow Agreement and any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Convertible Debentures the Conversion Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termsCompany’s other obligations under such documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Airbee Wireless, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate Articles of Designations Amendment by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, and (iv) this Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, to issue, sell and perform its obligations with respect to the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities Series B Preferred Stock in accordance with the terms hereof hereof, the Certificate of Designation and thereofto issue the Conversion Shares upon conversion of the Series B Preferred Stock in accordance with the Certificate of Designation, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Series B Preferred Shares and the Warrants and the reservation for issuance Stock and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofof the Series B Preferred Stock in accordance with the terms of the Certificate of Designation, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)shareholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be certificates for the Series B Preferred Stock have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, certificates for the Series B Preferred Stock constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations Designation will have been filed with the Secretary of State of the State of Delaware within thirty (30) days after the Closing date hereof and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Urecoats Industries Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants, the Security Documents, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants Escrow Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Officer Pledge and Escrow Agreement, the Warrants Warrant, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "Transaction Documents"), ) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Convertible Debentures the Conversion Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termsCompany's other obligations under such documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Netfabric Holdings, Inc)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrant, the Registration Rights Agreement, the Escrow AgreementSecurity Documents, and the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants and Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Kona Gold Beverage, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Certificate of Designations, the Warrants, the Security Documents, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Homeland Security Capital CORP)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company of this Agreement and the execution and filing of the Certificate of Designations by the Company other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, ADSs) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors and no further consent or authorization is will be required by the Company, its Board board of Directors directors its shareholders, any court or its stockholders (except such stockholder approval as may be other federal, state, local or other governmental authority or other Person, other than filings required by the Nasdaq SmallCap Market Israeli Securities Authority, the Tel Aviv Stock Exchange (the “TASE”) and the Israeli Registrar of Companies and (vi) the approval of the TASE for the issuance of the ADSs (collectively, the “Required Approvals”). This Agreement and the other Transaction Documents to which the Company is a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), party have been (iii) this Agreement is andor, when executed and delivered, the other Transaction Documents will be be) duly executed and delivered by the Company, (iv) this Agreement Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the other Transaction Documentslegal, constitute the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and (v) prior to each of the Closing Dates, other agreements and instruments entered into or delivered by any of the Certificate of Designations will have been filed parties hereto in connection with the Secretary of State of the State of Delaware transactions contemplated hereby and will thereby, as may be in full force and effect, enforceable against the Company in accordance with its termsamended from time to time.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities Shares in accordance with the terms hereof and thereof. Other than any stockholder approval required for any issuance of the Common Shares exceeding the Exchange Cap hereunder, (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and the execution and filing of the Certificate of Designations by the Company other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, Common Shares) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders stockholders. This Agreement and the other Transaction Documents to which the Company is a party have been (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), (iii) this Agreement is andor, when executed and delivered, the other Transaction Documents will be be) duly executed and delivered by the Company, (iv) this Agreement Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the other Transaction Documentslegal, constitute the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and (v) prior to each of the Closing Dates, other agreements and instruments entered into or delivered by any of the Certificate of Designations will have been filed parties hereto in connection with the Secretary of State of the State of Delaware transactions contemplated hereby and will thereby, as may be in full force and effect, enforceable against the Company in accordance with its termsamended from time to time.
Appears in 1 contract
Samples: Equity Purchase Agreement (Twin Ridge Capital Acquisition Corp.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate Articles of Designations Amendment by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap National Market for the issuance of a number of shares of Common Stock which is greater than 2019.99% of the number of shares of Common Stock outstanding on the Initial Closing Date), (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate Articles of Designations Amendment will have been filed with the Secretary of State of the State of Delaware Indiana and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each Certificate of Designations of the other agreements entered into by Series D Preferred Shares (the parties hereto in connection with "Certificate of Designations") and the transactions contemplated by this Escrow Agreement (collectively, the "Transaction Documents"), and to issue the Securities Series D Preferred Shares and, upon authorization in the Certificate of Incorporation, the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Series D Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by other than the Nasdaq SmallCap Market for amendment of the issuance Certificate of a Incorporation to increase the authorized number of shares of Common Stock which is greater than 20% of the number Company to cover the issuance of shares outstanding on the Initial Closing Date)Conversion Shares, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and deliveredAgreement, the other Transaction DocumentsRegistration Rights Agreement, and the Escrow Agreement constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing DatesDate, the Certificate of Designations will have has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.. The Buyers have brought the Stockholders Agreement to the attention of the Company,
Appears in 1 contract
Samples: Securities Purchase Agreement (Amber Arbitrage LDC /Bd)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its Subsidiaries party thereto has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow AgreementAgreement and the Share Exchange Agreement (collectively with all other documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants certificates or instruments executed and each of the other agreements entered into by the parties hereto delivered in connection with the transactions contemplated by this Agreement (collectivelyhereby or thereby, the "“Transaction Documents")”) and to consummate the transactions contemplated thereby, and including to issue the Securities Securities, in accordance with the terms hereof and thereof, ; (ii) the execution and delivery by the Company and each of its Subsidiaries party thereto of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofSecurities, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except other applicable governing body of the Company or such stockholder approval as may Subsidiary, and no further action, proceeding, consent, waiver or authorization is, or will be at the time of execution of each such Transaction Document, required by or from the Nasdaq SmallCap Market for the issuance Company or any such Subsidiary, its respective board of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), directors or other governing body or its respective stockholders or equity holders; (iii) this Agreement is andhas been, when executed and delivered, at the Closing each of the other Transaction Documents will be when delivered at the Closing, duly executed and delivered by the Company, Company and each of its Subsidiaries party thereto; and (iv) this Agreement and, when executed and delivered, the other Transaction Documents, when delivered at the Closing or at the closing of the Share Exchange, as applicable, will constitute the valid and binding obligations of the Company and its Subsidiaries party thereto enforceable against the Company and its Subsidiaries party thereto in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remediesremedies and, and (v) prior with respect to each of any rights to indemnity or contribution contained in the Closing DatesTransaction Documents, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will as such rights may be in full force and effect, enforceable against the Company in accordance with its termslimited by state or federal laws or public policy underlying such laws.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations Amendment by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing DatesDate, the Certificate of Designations Amendment will have been filed with the Secretary of State of the State Sate of Delaware New York and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) ------------------------------------------------------------- The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Pledge and Escrow Agreement, the Warrants and each of the other agreements entered into even date herewith issued by the parties hereto in connection with Company to the transactions contemplated by this Agreement Buyer and any related agreements (collectively, collectively the "Transaction ----------- Documents"), ) and to issue the Securities Convertible Debentures and the Conversion Shares in --------- accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the EX-57 transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Convertible Debentures the Conversion Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)stockholders, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termsCompany's other obligations under such documents.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Security Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Notes, the Warrants Investor Warrants, the Acquisition Agreement, the Escrow Agreement and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement hereby or thereby (collectively, the "“Transaction Documents"), ”) and to issue the Securities Notes, the Warrants, the Conversion Shares, and the Warrant Shares in accordance with the terms hereof and thereof, ; (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Units, Notes, Warrants, Conversion Shares and the Warrant Shares issuable upon conversion have been, or exercise thereofwill be at the time of execution of such Transaction Document, have been duly authorized by the Company's ’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), stockholders; (iii) this Agreement is and, when executed and delivered, each of the other Transaction Documents will be duly executed and delivered by the Company, ; and (iv) this Agreement and, the Transaction Documents when executed and delivered, the other Transaction Documents, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remediesremedies and, and (v) prior with respect to each of any rights to indemnity or contribution contained in the Closing DatesRegistration Rights Agreement, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will as such rights may be in full force and effect, enforceable against the Company in accordance with its termslimited by state or federal laws or public policy underlying such laws.
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Samples: Subscription Agreement (Sincerity Applied Materials Holdings Corp.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate Statement of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Executive Committee of the Company's Board of Directors which authority has been duly delegated to the Executive Committee by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), (iii) this Agreement is and, when executed and delivered, the other stockholders. The Transaction Documents will be have been duly executed and delivered by the Company, (iv) this . This Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
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Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its Subsidiaries that is party to this Agreement, the Security Agreement, the Registration Rights Agreement, a Guaranty (as defined below) or any of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby (the “Transaction Documents”) has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents to which it is a party and to issue the Securities Notes in accordance with the terms hereof and thereof, (ii) the execution and delivery by the Company and each such Subsidiary of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and Notes have been, or will be at the Warrants and the reservation for issuance and the issuance time of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofexecution of such Transaction Document, have been duly authorized by the Company's ’s or such Subsidiary’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the CompanyCompany or such Subsidiary, its their respective Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)their respective stockholders, (iii) this Agreement is and, when executed and delivered, each of the other Transaction Documents will be duly executed and delivered by the CompanyCompany and/or each of its Subsidiaries that is party thereto, (iv) this Agreement and, the Transaction Documents when executed and delivered, the other Transaction Documents, will constitute the valid and binding obligations of the Company and each of its Subsidiaries that is party thereto enforceable against the Company and each such Subsidiary in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each of the Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants Agreement and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement hereby or thereby (collectively, the "“Transaction Documents"), ”) and to issue the Securities Shares, in accordance with the terms hereof and thereof, ; (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's ’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders (except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date), stockholders; (iii) this Agreement is and, when executed and delivered, each of the other Transaction Documents will be duly executed and delivered by the Company, ; and (iv) this Agreement and, the Transaction Documents when executed and delivered, the other Transaction Documents, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remediesremedies and, and (v) prior with respect to each of any rights to indemnity or contribution contained in the Closing DatesRegistration Rights Agreement, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will as such rights may be in full force and effect, enforceable against the Company in accordance with its termslimited by state or federal laws or public policy underlying such laws.
Appears in 1 contract
Samples: Subscription Agreement (Aerpio Pharmaceuticals, Inc.)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants ) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the Warrant Shares issuable upon conversion or exercise thereofof the Warrants, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (stockholders, except such stockholder approval as may be required by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Datecontemplated Section 4(f), (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to each of the Closing DatesDate, the Certificate of Designations Designation will have been be filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.
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Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants, the Security Documents, the Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5)Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Securities, the reservation for issuance and the Warrants issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except stockholders, other than the Stockholder Approval and such stockholder approval as may approvals and authorizations which will be required sought by the Nasdaq SmallCap Market for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date)Company and obtained prior to Closing, (iii) this Agreement is and, when executed and delivered, the other Transaction Documents will be have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to each . The authorized officer of the Closing Dates, Company executing the Certificate Transaction Documents knows of Designations will have been filed with no reason why the Secretary of State Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the State of Delaware and will be in full force and effect, enforceable against Company’s other obligations under the Company in accordance with its termsTransaction Documents.
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