Authorization; Enforcement Sample Clauses

Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement attached hereto as Exhibit D (the “Registration Rights Agreement”), the Irrevocable Transfer Agent Instructions (as defined in Section 3.14), the Certificate of Designation, and the Warrants (collectively, the “Transaction Documents”) and to issue and sell the Shares and the Warrants in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company Issuer has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and to issue and sell the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Issuer Shares and the provision to the Purchaser of the rights contemplated be issued by the Transaction Documents)Issuer in accordance with the terms hereof. The execution, delivery and performance by the Company of this Agreement by the Issuer and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the CompanyIssuer, its board of directors or its stockholders is required. This Agreement has been duly When executed and delivered by the CompanyIssuer, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will this Agreement shall constitute a legal, valid and binding obligation of the Company Issuer enforceable against it the Issuer in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement application. The Issuer’s board of creditors’ rights generallydirectors, at a meeting duly called and as limited held, adopted resolutions approving the transactions contemplated hereby, including the issuance of the Issuer Shares to be issued by laws relating the Issuer pursuant to the availability of specific performance, injunctive relief, or other equitable remediesthis Agreement.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly authorized by the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization of the Company, its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and to consummate the due authorization, execution, delivery transactions under the Amendment and performance by otherwise to carry out its obligations hereunder and under the Company of this Purchase Agreement and the other Transaction Documents Notes. The execution and delivery of the Amendment and the consummation by it of the transactions contemplated hereby and thereby (hereunder, including, without limitation, the issuance, and the reservation for issuance and the delivery of the Conversion Shares and the provision to the Purchaser issuable upon conversion, redemption or other payment of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)Notes, have been duly authorized by all necessary action on the Company’s board part of directors or a duly authorized committee thereof the Company and no further consent or authorization of action is required by the Company, its board Board of directors Directors or its stockholders is requiredstockholders. This Agreement Each of the Note Documents has been (or, if executed after the date hereof, upon delivery will be) duly executed and delivered by the CompanyCompany and is, and or when delivered in accordance with the other instruments referred to herein to which it is a party terms hereof, will be duly executed and delivered by constitute, the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation and other similar laws relating to, and any other laws of general application or affecting generally, the enforcement of applicable creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery authority to enter into and performance by the Company of perform this Agreement in connection with the closing of the purchase by Purchaser of the Shares, and the other Transaction Documents agreements and the consummation of the transactions documents contemplated hereby and thereby and executed by the Company or to which the Company is party (including, without limitationcollectively, the issuance“Transaction Documents”), the reservation for issuance and the delivery of to issue and sell the Shares and in accordance with the provision to the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its the Company’s board of directors (the “Board of Directors”) or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at or prior to the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and to consummate the due authorization, execution, transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery and performance of each of the Transaction Documents to which it is a party by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance, the reservation for issuance sale and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement Warrants and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the subsequent issuance of the Warrant Shares and the provision to the Purchaser upon exercise of the rights contemplated by the Transaction Documents), Warrants have been duly authorized by all necessary corporate action on the Company’s board part of directors or a duly authorized committee thereof the Company and no further consent or authorization of corporate action is required by the Company, its board Board of directors Directors or its stockholders is requiredstockholders. This Agreement has been duly executed and delivered by the Company, and the other instruments referred to herein Each Transaction Document to which it is a party has been (or upon delivery will be have been) duly executed and delivered by the CompanyCompany and, and each such agreement constitutes or when delivered in accordance with the terms hereof, will constitute a legal, the valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation or similar laws relating to, and any other laws of general application or affecting generally the enforcement of of, creditors’ rights generallyand remedies or by other equitable principles of general application. There are no stockholders agreements, and as limited by laws relating to the availability of specific performance, injunctive reliefvoting agreements, or other equitable remediessimilar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.
Authorization; Enforcement. (i) The Company has all the requisite corporate power and has taken all necessary corporate action authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and the Warrant and to issue the Shares, the Warrant, the Warrant Shares and any Blackout Shares (except to the extent that the number of Blackout Shares required for to be issued exceeds the due authorization, execution, number of authorized shares of Common Stock under the Charter); (ii) the execution and delivery and performance by the Company of this Agreement and the other Transaction Documents Registration Rights Agreement, and the execution, issuance and delivery of the Warrant, by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This required (other than as contemplated by Section 6.5); and (iii) each of this Agreement and the Registration Rights Agreement has been duly executed and delivered by the Companydelivered, and the other instruments referred to herein to which it is a party will be Warrant has been duly executed executed, issued and delivered delivered, by the Company, Company and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, securities, insolvency, reorganizationor similar laws relating to, moratoriumor affecting generally the enforcement of, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited remedies or indemnification or by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesprinciples of general application.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by this Agreement) and no action on the Transaction Documents)part of the stockholders of the Company is required. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)thereby, have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company, its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. (i) The Company has all the requisite corporate power and has taken all necessary corporate action authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and the Warrant and to issue the Shares, the Warrant, the Warrant Shares and any Blackout Shares (except to the extent that the number of Blackout Shares required for to be issued exceeds the due authorization, execution, number of authorized shares of Common Stock under the Certificate); (ii) the execution and delivery and performance by the Company of this Agreement and the other Transaction Documents Registration Rights Agreement, and the execution, issuance and delivery of the Warrant, by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This required (other than as contemplated by Section 6.5); and (iii) each of this Agreement and the Registration Rights Agreement has been duly executed and delivered by the Companydelivered, and the other instruments referred to herein to which it is a party will be Warrant has been duly executed executed, issued and delivered delivered, by the Company, Company and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, securities, insolvency, reorganizationor similar laws relating to, moratoriumor affecting generally the enforcement of, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive reliefremedies, or indemnification or by other equitable remediesprinciples of general application.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement and the due authorizationCertificate of Designation (the “Transaction Documents”), and to issue and sell the Preferred Shares in accordance with the terms hereof and thereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its stockholders Board of Directors or shareholders is required. This Agreement has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party . The Certificate of Designation will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to execute, deliver and perform its obligations under this Agreement, the due authorizationNotes, the Warrants, the Registration Rights Agreement and the Control Agreement (collectively, the “Transaction Documents”), to issue and deliver the Securities in accordance with the terms hereof, to deliver the Stock Amortization Shares in accordance with the terms hereof and of the Notes and to deliver the Warrant Shares upon exercise of the Warrants. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, Company or its board of directors or its stockholders shareholders is required. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, and any other laws of general application affecting enforcement of creditors’ rights generallyconservatorship, and as limited by receivership or similar laws relating to the availability of specific performance, injunctive reliefto, or other equitable remediesaffecting generally the enforcement of, creditor’s rights and remedies or by general principles of equity.
Authorization; Enforcement. The Company Each of the Parent and the Company, as the case may be, has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement, executionthe Security Agreement, delivery and performance by the Company of this Agreement Notes, the Warrants, and the other Transaction Documents agreements and the consummation of the transactions documents contemplated hereby and thereby and executed by the Company or the Parent or to which the Company or Parent is party (including, without limitationcollectively, the issuance“Transaction Documents”), and to issue and sell the reservation for issuance Notes and the delivery of Warrants in accordance with the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and Parent and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and all necessary corporate action, and, except as set forth in Schedule 2.1(b), no further consent or authorization of the CompanyCompany or Parent, its board their Boards of directors Directors or its their stockholders is required. This Agreement has been duly executed and delivered by the Company, Company and the Parent. The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany and Parent, as applicable, at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company and Parent enforceable against it the Company and Parent in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement, executionthe Warrants, delivery and performance by the Company of this Agreement and the other Transaction Documents agreements and the consummation of the transactions documents contemplated hereby and thereby and executed by the Company or to which the Company is party (including, without limitationcollectively, the issuance“Transaction Documents”), the reservation for issuance and the delivery of to issue and sell the Shares and the provision to Warrants in accordance with the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and all necessary corporate action, and, except as set forth in Schedule 2.1(a), no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares Securities). The execution, delivery and performance by the Company of each of the Transaction Documents, the execution and filing of the Certificate of Designation, and the provision consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company. Immediately prior to the Purchaser Closing, the Company will have filed the Certificate of Designation and taken all actions as may be necessary or advisable to provide the Purchasers with the rights contemplated by the Transaction Documents), . This Agreement and each other Transaction Document have been duly authorized by the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization of the Company, its board of directors or its stockholders is required. This Agreement has been duly validly executed and delivered by the Company, Company and constitute the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement in substantially the form attached hereto as Exhibit D (the "Registration Rights Agreement"), executionthe Warrants, delivery and performance by the Company of this Agreement and the other Transaction Documents agreements and the consummation of the transactions documents contemplated hereby and thereby which are executed by the Company or to which the Company is party (includingall of the foregoing agreements and documents are collectively referred to herein as the "Transaction Documents"), without limitation, the issuance, the reservation for issuance and the delivery of to issue and sell the Shares and the provision to Warrants in accordance with the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and all necessary corporate action, and, except as set forth in Schedule 2.1(b), no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement (collectively, the due authorization, “ Transaction Documents ”) and to issue and sell the Notes in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and except as set forth on Schedule 2.1(b) , no further consent or authorization of the Company, Company or its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has has, or as of the Closing will have, all requisite corporate power and has has, or as of the Closing will have, taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement Agreement, the Financing Documents, the Stock Purchase Agreement, the Acquisition Documents and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares Securities and the provision to the Purchaser Purchasers of the rights contemplated by the Transaction Documents)) and no action on the part of the stockholders of the Company is required other than obtaining the Series E Preferred Stock Conversion Approval and the approval of the holders of Series C Preferred Stock. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents, the execution and filing of the Certificates of Designation, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company, its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the other Transaction Documents and instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except subject to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any conveyance or other similar laws of general application affecting enforcement of creditors’ rights generally, generally and as limited by laws relating to the availability of specific performance, injunctive relief, or other general equitable remediesprinciples.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationNotes, the Warrants and the Registration Rights Agreement (collectively, the “Transaction Documents”), and to issue and sell the Securities in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the CompanyCompany at each Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationCertificate of Designations, executionthe Escrow Agreement, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby Warrants (including, without limitationcollectively, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)”) and to issue and sell the Preferred Shares, Common Shares, and Warrants in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required, provided however that the Company must obtain any stockholder approval as may be required by the NYSE Amex. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, are within the issuance corporate powers of the Shares Company and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company, its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, Company and the other instruments referred to herein to which it is constitutes a party will be duly executed valid and delivered by binding agreement of the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. No vote by holders of any of the Company’s capital stock is necessary in connection with the consummation of the transactions contemplated by this Agreement.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationCertificate of Designation, executionthe Registration Rights Agreement attached hereto as Exhibit D (the “Registration Rights Agreement”), delivery and performance by the Company of this Escrow Agreement attached hereto as Exhibit G (the “Escrow Agreement”) the Irrevocable Transfer Agent Instructions (as defined in Section 3.14) and the other Warrants (collectively, the “Transaction Documents Documents”), and to issue and sell the Preferred Shares in accordance with the terms hereof and the consummation of the transactions contemplated hereby and thereby (includingWarrants, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)as applicable. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Initial Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents Consent and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Additional Shares and the provision to the Purchaser Purchasers of the rights contemplated by this Consent and the Transaction DocumentsDocuments with respect to the Additional Shares). The execution, delivery and performance by the Company of this Agreement Consent and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Additional Shares and the provision to the Purchaser Purchasers of the rights contemplated by this Consent and the Transaction DocumentsDocuments with respect to the Additional Shares), have been duly authorized by the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization of the Company, its board of directors or its stockholders is required. This Agreement Consent has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement this Consent constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of to issue the Shares and the provision to Warrants in accordance with the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors or its stockholders is required. This Agreement has been duly When executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and to consummate the due authorization, execution, delivery Amendment and performance by otherwise to carry out its obligations hereunder and under the Company of this Purchase Agreement and the other Transaction Documents Notes. The execution and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement Amendment and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)hereunder, have been duly authorized by all necessary action on the Company’s board part of directors or a duly authorized committee thereof the Company and no further consent or authorization of action is required by the Company, its board Board of directors Directors or its stockholders is requiredstockholders. This Agreement Each of the Note Documents has been (or, if executed after the date hereof, upon delivery will be) duly executed and delivered by the CompanyCompany and is, and or when delivered in accordance with the other instruments referred to herein to which it is a party terms hereof, will be duly executed and delivered by constitute, the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation and other similar laws relating to, and any other laws of general application or affecting generally, the enforcement of applicable creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement (collectively, the “Transaction Documents”) and the consummation by the Company of the transactions contemplated hereby (including, without limitation, and thereby are within the issuance corporate powers of the Shares Company and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company, its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, Company and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation agreement of the Company Company, enforceable against it in accordance with its termsthe terms hereof and thereof, except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency and any other similar laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and to consummate the due authorization, execution, Transactions and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery and performance of each of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), Transactions have been duly authorized by all necessary action on the Company’s board part of directors or a duly authorized committee thereof the Company and no further consent action, approval consent, ratification, license, permission, registration, waiver or other authorization of the Company, its board of directors or its stockholders is required. This Agreement has been duly executed and delivered required by the Company, and the other instruments referred to herein to which it is a party Board or the Company’s stockholders. Each Transaction Document has been (or upon delivery will be have been) duly executed and delivered by the CompanyCompany and, and each such agreement constitutes or when delivered in accordance with the terms hereof, will constitute a legal, the valid and binding obligation of the Company enforceable against it the Company in accordance with its terms. Each of the Board and a duly authorized committee of the Board (by the affirmative votes of a majority of the disinterested directors of such committee) by resolutions duly adopted, except and not subsequently rescinded or modified in any way, has, in good faith, duly authorized this Agreement and the Transactions, and has determined that this Agreement and the Transactions are fair as to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws Company as of general application affecting enforcement the time of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediessuch authorization.
Authorization; Enforcement. The Company Issuer has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and to issue and sell the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Preferred Shares and the provision to the Purchaser of the rights contemplated be issued by the Transaction Documents)Issuer in accordance with the terms hereof. The execution, delivery and performance by the Company of this Agreement by the Issuer and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the CompanyIssuer, its board of directors or its stockholders is requiredrequired other than as set forth in Sections 1.4 and 4.5. This Agreement has been duly When executed and delivered by the CompanyIssuer, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will this Agreement shall constitute a legal, valid and binding obligation of the Company Issuer enforceable against it the Issuer in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement application. The Issuer’s board of creditors’ rights generallydirectors, at a meeting duly called and as limited held, adopted resolutions approving the transactions contemplated hereby, including the issuance of the Preferred Shares to be issued by laws relating the Issuer pursuant to the availability of specific performance, injunctive relief, or other equitable remediesthis Agreement.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), the Escrow Agreement by and among the Company, the Purchasers and the escrow agent named therein, dated as of the date hereof, substantially in the form of Exhibit C attached hereto (the “Escrow Agreement”), the Irrevocable Transfer Agent Instructions and the Warrants (collectively, the “Transaction Documents”) and to issue and sell the Units in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its stockholders Board of Directors or shareholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationNotes, executionthe Security Documents, delivery the Registration Rights Agreement, the Guarantee, and performance each other agreement, instrument and certificate executed and delivered by the Company of this Agreement and or a Subsidiary thereof in connection with the other Transaction Documents and foregoing (including the consummation of Security Documents, as such term is defined in the transactions contemplated hereby and thereby Security Agreement) (including, without limitationcollectively, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)”) and to issue and sell the Securities in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorization, execution, delivery Warrants and performance that certain Registration Rights Agreement by and among the Company and the Purchasers, dated as of the date hereof, substantially in the form of Exhibit E attached hereto (the "Registration Rights Agreement" and, together with this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitationWarrants, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the "Transaction Documents)") and to issue and sell the Securities in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (includingtherebyhave been duly and validly authorized by all necessary corporate action, without limitationand, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documentsexcept as set forth on Schedule 2.1(b), have been duly authorized by the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationEscrow Agreement by and among the Company, the Purchasers and the Escrow Agent, dated as of the date hereof, substantially in the form of Exhibit B attached hereto (the “Escrow Agreement”), and the Certificate of Designation (collectively, the “Transaction Documents”), to issue and sell the Preferred Shares in accordance with the terms hereof and otherwise carry out its obligations thereunder. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its stockholders Board of Directors or shareholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares Securities and the provision to the Purchaser of the rights contemplated by the Transaction Documents)) and no action on the part of the stockholders of the Company is required, except for the actions required pursuant to Section 6.11. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)thereby, have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company, its board of directors or its stockholders is requiredexcept for the stockholder approvals required in connection with the matters set forth in Section 6.11. This Agreement has been duly executed and delivered by the Company, and the other Transaction Documents and instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for the due authorizationauthority to enter into and perform this Agreement and each other agreement, execution, delivery instrument and performance certificate executed and delivered by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby in connection herewith (including, without limitationcollectively, the issuance, the reservation for issuance “Transaction Documents”) and the delivery of to issue and sell the Shares and in accordance with the provision to the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares Securities). The execution, delivery and performance by the Company of each of the Transaction Documents and the provision to consummation by the Purchaser Company of the rights transactions contemplated by the Transaction Documents)hereby and thereby, have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company, . The Company has taken all actions under its board Articles of directors Incorporation and its By-Laws as may be necessary or its stockholders is requiredadvisable to provide the Investor with the rights hereby contemplated. This Agreement has and each other Transaction Document have been duly and validly executed and delivered by the Company, and assuming due authorization, execution and delivery by each Investor (as the other instruments referred to herein to which it is a party will be duly executed and delivered by case may be), constitute the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its their respective terms, except subject to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, fraudulent conveyance, moratorium and any other similar laws of general application now or hereafter in effect relating to or affecting enforcement of creditors’ rights generally and the rights of creditors generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser Purchasers of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly authorized by the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization of the Company, its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement (collectively, the due authorization, “Transaction Documents”) and to issue and sell the Notes in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and except as set forth on Schedule 2.1(b), no further consent or authorization of the Company, Company or its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorization, execution, delivery and performance by the Company of this Registration Rights Agreement and the other agreements, instruments and documents contemplated hereby and thereby and executed by the Company or to which the Company is or will be a party (collectively, the “Transaction Documents and the consummation of Documents”), to consummate the transactions contemplated hereby and thereby (includingthereby, without limitation, in each case in accordance with the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its the Company’s board of directors (the “Board”) or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at or prior to the Closing. Each of the Transaction Documents constitutes, or (with respect to the Transaction Documents other than this Agreement) shall constitute when executed and each such agreement constitutes or will constitute a delivered, the legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares Securities and the provision to the Purchaser of the rights contemplated by the Transaction Documents)) and no action on the part of the stockholders of the Company is required. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents, the execution and filing of the Certificate of Designation, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)thereby, have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company, its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the other Transaction Documents and instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except subject to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any conveyance or other similar laws of general application affecting enforcement of creditors’ rights generally, generally and as limited by laws relating to the availability of specific performance, injunctive relief, or other general equitable remediesprinciples.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken authority to enter into and perform this Agreement, the Registration Rights Agreement in the form of Exhibit E attached hereto (the “Registration Rights Agreement”), the Warrants, and all necessary corporate action required for the due authorization, execution, delivery other agreements and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions documents contemplated hereby and thereby and executed by the Company or to which the Company is party (including, without limitationcollectively, the issuance“Transaction Documents”), to execute, file and perform its obligations under the reservation for issuance Certificate of Designations, and the delivery of to issue and sell the Shares and the provision to Warrants in accordance with the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents and the execution, filing and performance of its obligations under the Certificate of Designations by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and all necessary corporate action, and, except as contemplated by Section 3.10, no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery authority to enter into and performance by the Company of perform its obligations under this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitationAgreement, the issuanceDebentures, the reservation for issuance as amended hereby, and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (thereby, including, without limitation, the issuance of the Shares and shares of Common Stock underlying the provision to Debentures (the Purchaser of the rights contemplated by the Transaction Documents“Debenture Shares”), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to issue and sell the due authorizationSecurities in accordance with the terms hereof and of the Warrant, to perform its obligations under the Notes and the Warrant in accordance with their terms, and to enter into and perform the other Transaction Documents to which it is a party. The Company’s execution, delivery and performance by of the Company of this Agreement and the other Transaction Documents to which it is a party, and the its consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)thereby, have been duly authorized by the Company’s board Board of directors or a duly authorized committee thereof Directors and no further consent or authorization of the Company, its board Board of directors Directors, its stockholders, or its stockholders any other individual or entity, is requiredrequired in connection therewith. This Agreement has The Transaction Documents to which the Company is a party, including, on the applicable Funding Date, the applicable Note, have been duly and validly authorized, executed and delivered by the Company, and the other instruments referred to herein Transaction Documents to which it the Company is a party will be duly executed party, including each Note (when issued) and delivered by the CompanyWarrant, and each such agreement constitutes or will constitute a legal, the valid and binding obligation obligations of the Company enforceable against it the Company in accordance with its their respective terms, except subject as to the extent that enforceability may be limited by to general principles of equity and to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium and any other similar laws of general application affecting the enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement, executionthe Warrants, delivery and performance by the Company of this Agreement and the other Transaction Documents agreements and the consummation of the transactions documents contemplated hereby and thereby and executed by the Company or to which the Company is party (including, without limitationcollectively, the issuance“Transaction Documents”), the reservation for issuance and the delivery of to issue and sell the Shares and the provision to Warrants in accordance with the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and all necessary corporate action, and, except as set forth in Schedule 2.1(b), no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any other laws remedies, by equitable principles or remedies of general application affecting enforcement of creditors’ rights generally, and as to the extent the indemnification agreements may be limited by laws relating to the availability of specific performance, injunctive relief, applicable federal or other equitable remediesstate securities laws.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and and, subject to the approval of the Proposal, performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares Securities and the provision to the Purchaser of the rights contemplated by the Transaction Documents)) and no action on the part of the stockholders of the Company is required, except for approval of the Proposal the other actions required pursuant to Section 6.9, which will be completed prior to Closing. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)thereby, have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company, its board except for the stockholder approval of directors or its stockholders is requiredthe Proposal, which will be completed prior to Closing. This Agreement has been duly executed and delivered by the Company, and the other Transaction Documents and instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement Note and the other Transaction Documents and no action on the consummation part of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery stockholders of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)Company is required. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company each of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), Documents have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company, its board of directors or its stockholders is required. This Agreement Note has been duly executed and delivered by the Company, and the other Transaction Documents and instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery authority to enter into and performance by the Company of perform this Agreement and that certain Registration Rights Agreement by and among the other Transaction Documents Company and the consummation Purchasers, dated as of the transactions contemplated hereby and thereby date hereof, substantially in the form of Exhibit B attached hereto (includingthe “Registration Rights Agreement” and, without limitationtogether with this Agreement, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the "Transaction Documents)") and to issue and sell the Securities in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and all necessary corporate action, and, no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement and the due authorizationEscrow Agreement by and among the Company, Placement Agent and the Escrow Agent (the “Escrow Agreement”) (collectively, the “Transaction Documents”) and to issue and sell the Units in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, fraudulent conveyance, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationNotes, executionthe Security Documents, delivery the Registration Rights Agreement, the Escrow Agreement and performance each other agreement, instrument and certificate executed and delivered by the Company of this Agreement and or a Subsidiary thereof in connection with the other Transaction Documents and foregoing (including the consummation of Security Documents, as such term is defined in the transactions contemplated hereby and thereby Security Documents) (including, without limitationcollectively, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)”) and to issue and sell the Securities in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required, provided however that the Company must obtain any stockholder approval as may be required by the NYSE Amex. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationCertificate of Designation of Rights, executionPreferences and Privileges of the Series B Preferred Stock setting forth the preferences, delivery rights and performance limitations of the Preferred Shares to be filed prior to the Closing by the Company with the Secretary of this Agreement State of Nevada substantially in the form attached hereto as Exhibit B (the “Certificate of Designation”), the Registration Rights Agreement, and the other Transaction Documents agreements and the consummation of the transactions documents contemplated hereby and thereby and executed by the Company or to which the Company is party (including, without limitationcollectively, the issuance“Transaction Documents”), the reservation for issuance and the delivery of to issue and sell the Shares and in accordance with the provision to the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its the Company’s board of directors (the “Board”) or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at or prior to the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform the due authorizationAgreements, to issue and sell the Securities in accordance with the terms thereof, and to perform its obligations under the Note and the Warrant in accordance with their terms. The Company’s execution, delivery and performance by of the Company of this Agreement Agreements, the Note and the other Transaction Documents Warrant, and the its consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)thereby, have been duly authorized by the Company’s board Board of directors or a duly authorized committee thereof Directors and no further consent or authorization of the Company, its board Board of directors Directors, its stockholders, or its stockholders any other person or entity is required. This Agreement has The Agreements and, on the Closing Date, the Note and the Warrant, have been duly and validly authorized, executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by Note (when issued), the CompanyWarrant (when issued), and each such agreement constitutes or will the Agreements constitute a legal, the valid and binding obligation obligations of the Company enforceable against it in accordance with its their terms, except subject as to the extent that enforceability may be limited by to general principles of equity and to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium and any other similar laws of general application affecting the enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationCertificate of Designation, the Warrants and the Registration Rights Agreement (collectively, the “Transaction Documents”), and to issue and sell the Securities in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the CompanyCompany at each Closing. The Certificate of Designation will have been filed with the Secretary of State of the State of Delaware on or before the Initial Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement, the Make Good Escrow Agreement, the Warrants and the Escrow Agreement (if such an escrow account is established) (collectively, the “Transaction Documents”) and to issue and sell the Shares and the Warrants in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is requiredrequired in connection therewith. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company, and . Each of the other instruments referred to herein to which it is Transaction Documents constitutes a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any other laws remedies or by equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationIrrevocable Transfer Agent Instructions (as defined in Section 3.12), execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation Certificate of the transactions contemplated hereby and thereby Designation (including, without limitationcollectively, the issuance, the reservation for issuance “Transaction Documents”) and the delivery of to issue and sell the Shares and in accordance with the provision to the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement Company, and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)thereby, have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Appears in 1 contract Purchase Agreement (Remote Mdx Inc),
Authorization; Enforcement. The Each of the Company and its Subsidiaries (as applicable) has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorization, execution, delivery Warrants and performance the Officer’s Certificate to be delivered by the Company Company, dated as of the Closing Date, substantially in the form of Exhibit D attached hereto (the “Officer’s Certificate” and collectively with this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitationWarrants, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)”) and to issue and sell the Securities in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and each Subsidiary of this Agreement the Company party thereto and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors all necessary corporate action, and, except as set forth on Schedule 2.1(b) or a duly authorized committee thereof and as otherwise contemplated herein, no further consent or authorization of the Company, its board any Subsidiary or their respective Boards of directors Directors or its stockholders is required. This Agreement has been duly When executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, Company and each such agreement constitutes or will Subsidiary of the Company party thereto, each of the Transaction Documents shall constitute a legal, valid and binding obligation of the Company and each Subsidiary, as applicable, enforceable against it the Company and each Subsidiary, as applicable, in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationEscrow Agreement by and among the Company, the Purchasers and the Escrow Agent, dated as of the date hereof, substantially in the form of Exhibit C attached hereto (the “Escrow Agreement”), the Certificate of Designation and the Warrants (collectively, the “Transaction Documents”), to issue and sell the Shares and the Warrants in accordance with the terms hereof and otherwise carry out its obligations thereunder. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its stockholders Board of Directors or shareholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Each of the Company and its Subsidiaries (as applicable) has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationIndenture, executionthe Notes, delivery the Warrants and performance the Officer’s Certificate to be delivered by the Company of this Agreement and the other Transaction Documents and the consummation Company, dated as of the transactions contemplated hereby and thereby Closing Date, substantially in the form of Exhibit D attached hereto (includingthe “Officer’s Certificate”), without limitation(collectively, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)”) and to issue and sell the Securities in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and each Subsidiary of this Agreement the Company party thereto and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and all necessary corporate action, and, except as set forth on Schedule 2.1(b), no further consent or authorization of the Company, its board any Subsidiary or their respective Boards of directors Directors or its stockholders is required. This Agreement has been duly When executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, Company and each such agreement constitutes or will Subsidiary of the Company party thereto, each of the Transaction Documents shall constitute a legal, valid and binding obligation of the Company and each Subsidiary, as applicable, enforceable against it the Company and each Subsidiary, as applicable, in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Appears in 1 contract Genta Inc De/,
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement and the due authorizationWarrants (collectively, as amended from time to time, the “Transaction Documents”), and to issue and sell the Preferred Shares and the Warrants in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its stockholders Board of Directors or shareholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement attached hereto as Exhibit E (the “Registration Rights Agreement”), the Irrevocable Transfer Agent Instructions (as defined in Section 3.14), the Certificate of Designation, and the Warrants (collectively, the “Transaction Documents”) and to issue and sell the Shares and the Warrants in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement, executionthe Warrants, delivery and performance by the Company of this Agreement and the other Transaction Documents agreements and the consummation of the transactions documents contemplated hereby and thereby and executed by the Company or to which the Company is party (including, without limitationcollectively, the issuance“Transaction Documents”), the reservation for issuance and the delivery of to issue and sell the Shares and the provision to Warrants in accordance with the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and all necessary corporate action, and, except as set forth in Schedule 2.1(b), no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), the Escrow Agreement by and among the Company, the Purchasers and the escrow agent named therein, dated as of the date hereof, substantially in the form of Exhibit C attached hereto (the “Escrow Agreement”), the Irrevocable Transfer Agent Instructions and the Warrants (collectively, the “Transaction Documents”) and to issue and sell the Units, the Shares and the Warrants in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationCertificate of Designation of Rights, executionPreferences and Privileges of the Series A Convertible Preferred Stock setting forth the preferences, delivery rights and performance limitations of the Preferred Shares to be filed prior to the Closing by the Company with the Secretary of this State of Nevada substantially in the form attached hereto as Exhibit C (the “Certificate of Designation”), the Registration Rights Agreement dated as of even date herewith among the Company and the Purchasers (the “Registration Rights Agreement”), the Warrants, and the other Transaction Documents agreements and the consummation of the transactions documents contemplated hereby and thereby and executed by the Company or to which the Company is party (including, without limitationcollectively, the issuance“Transaction Documents”), the reservation for issuance and the delivery of to issue and sell the Shares and the provision to Warrants in accordance with the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its the Company’s board of directors (the “Board of Directors”) or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at or prior to the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by byapplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement, executionthe Notes, delivery and performance by the Company of this Agreement Warrants, and the other Transaction Documents agreements and the consummation of the transactions documents contemplated hereby and thereby and executed by the Company or to which the Company is party (including, without limitationcollectively, the issuance"Transaction Documents"), and to issue and sell the reservation for issuance Note and the delivery of Warrants in accordance with the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and all necessary corporate action, and, except as set forth in Schedule 2.1(b), no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservator ship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Appears in 1 contract Broadcast International Inc,
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement, executionthe Indemnification Agreement, delivery the Warrant, the Co-Sale Agreement and performance each other agreement, instrument and certificate executed and delivered by the Company or any of this Agreement and its Subsidiaries in connection with the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby foregoing (including, without limitationcollectively, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)”) and to issue and sell the Securities in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationPreferred Stock, execution, delivery and performance by the Company of this Agreement Warrants and the other Transaction Documents Escrow Agreement by and among the Company, the Purchasers and the consummation escrow agent, dated as of the transactions contemplated hereby and thereby date hereof, substantially in the form of Exhibit D hereto (includingthe “Escrow Agreement” and, without limitationtogether with the Preferred Stock, the issuanceWarrants and this Agreement, the reservation for issuance “Transaction Documents”) and to issue and sell the delivery of Units in accordance with the Shares terms hereof and to complete the provision to the Purchaser of the rights transactions contemplated by the Transaction Documents). The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action and no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, and any other conservatorship, receivership or similar laws of general application relating to, or affecting generally the enforcement of of, creditors’ rights generally, and as limited remedies or by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesprinciples of general application.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Table of ContentsAgreement in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), the Escrow Agreement by and among the Company, the Purchasers and the escrow agent, dated as of the date hereof, substantially in the form of Exhibit E attached hereto (the “Escrow Agreement”), the Irrevocable Transfer Agent Instructions (as defined in Section 3.13), the Certificate of Designation, and the Warrants (collectively, the “Transaction Documents”) and to issue and sell the Shares and the Warrants in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement and the due authorizationWarrants (collectively, the “Transaction Documents”) and to issue and sell the Shares and the Warrants in accordance with the terms hereof and otherwise carry out its obligations thereunder. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has The Transaction Documents have been duly executed and delivered by the Company, and . Each of the other instruments referred to herein to which it is Transaction Documents constitutes a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken authority to enter into and perform this Agreement, the Certificate of Designations establishing the Shares in the form of Exhibit D attached hereto (the “Certificate of Designations”), the Registration Rights Agreement in the form of Exhibit E attached hereto (the “Registration Rights Agreement”), the Warrants, and all necessary corporate action required for the due authorization, execution, delivery other agreements and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions documents contemplated hereby and thereby and executed by the Company or to which the Company is party (including, without limitationcollectively, the issuance“Transaction Documents”), the reservation for issuance and the delivery of to issue and sell the Shares and the provision to Warrants in accordance with the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and all necessary corporate action, and, except as contemplated by Section 3.10, no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the First Closing or the Second Closing, as the case may be. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Appears in 1 contract Path 1 Network Technologies Inc,
Authorization; Enforcement. The Company has all requisite full corporate power and has taken all necessary corporate action required for authority to execute and deliver this Agreement, and any documents and instruments related to or contemplated by this Agreements (each a “Transaction Document” and collectively, the due authorization, execution, “Transaction Documents”) and to perform its obligations hereunder. The execution and delivery by the Company of each of the Transaction Documents and the performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)its obligations thereunder, have been duly and validly authorized by the Company’s board Board of directors or a duly authorized committee thereof and Directors, no further consent or authorization other corporate action on the part of the Company, its board of directors Company or its stockholders is requiredbeing necessary. This Agreement Each of the Transaction Documents has been or will be duly and validly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Companyconstitutes, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, their respective terms except to the extent that as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency and any other laws of general application affecting the enforcement of creditors’ rights generally, and as limited by laws relating to except that any granting of equitable relief is in the availability discretion of specific performance, injunctive relief, or other equitable remediesthe court.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares Securities and the provision to the Purchaser Purchasers of the rights contemplated by the Transaction Documents)) and no action on the part of the stockholders of the Company is required. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents, the execution and filing of the Certificate of Designation, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)thereby, have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company, its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the other Transaction Documents and instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except subject to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any conveyance or other similar laws of general application affecting enforcement of creditors’ rights generally, generally and as limited by laws relating to the availability of specific performance, injunctive relief, or other general equitable remediesprinciples.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction DocumentsSecurities). The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents, the execution and filing of the Amended and Restated Certificate of Incorporation, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)thereby, have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company, . The Company has taken all actions under its board certificate of directors or incorporation and its stockholders is required. This Agreement has been duly executed and delivered by By-laws (the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability “Charter Documents”) as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ necessary or advisable to provide the Purchasers with the rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedieshereby contemplated.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery authority to enter into and performance by the Company of perform its obligations under this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby Notes (including, without limitationcollectively, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)”) and to issue and sell the Notes in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (thereby, including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)Notes, have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser Investor of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser Investor of the rights contemplated by the Transaction Documents), have been duly authorized by the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization of the Company, its board of directors or its stockholders stockholder is required. This Agreement has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement, executionthe Notes, delivery and performance by the Company of this Agreement Warrants and the other Irrevocable Transfer Agent Instructions (as defined in Section 3.12) (collectively, the "Transaction Documents Documents") and to issue and sell the Securities in accordance with the terms hereof and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance Notes and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)Warrants, as applicable. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Appears in 1 contract Warrant (Medix Resources Inc),
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationMerger Agreement and the Escrow Agreement by and among the Company, Koegto, Placement Agent and the Escrow Agent (the “Escrow Agreement”) (collectively, the “Transaction Documents”) and to issue and sell the Units in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, fraudulent conveyance, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorization, execution, delivery Warrants and performance that certain Registration Rights Agreement by and among the Company and the Purchasers, dated as of the date hereof, substantially in the form of Exhibit C attached hereto (the “Registration Rights Agreement” and, together with this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitationWarrants, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)”) and to issue and sell the Securities in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action and no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary All corporate action required on the part of the Company, its directors and stockholders necessary for the due authorization, (a) authorization execution, delivery and performance by the Company of this Agreement by the Company; and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (includingb) authorization, without limitationsale, the issuance, the reservation for issuance and the delivery of the Shares contemplated hereby and the provision to the Purchaser performance of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly authorized by the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization of the Company, its board of directors or its stockholders is requiredobligations hereunder has been taken. This Agreement has been duly executed and delivered by the Company, Company and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except subject to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to bankruptcy, insolvency and the availability relief of debtors and rules of law governing specific performance, injunctive relief, relief or other equitable remedies, and to limitations of public policy.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction DocumentsSecurities). The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents, including the issuance of the Series D Preferred Stock and the Warrants, the execution and filing of the Amended and Restated Certificate of Incorporation, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)thereby, have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company, . The Company has taken all actions under the Amended and Restated Certificate of Incorporation and its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by By-laws (the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability “Charter Documents”) as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ necessary or advisable to provide the Purchasers with the rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedieshereby contemplated.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement and the Warrants and the Placement Agent Warrants and the Agent Agreement (as defined in the Memorandum) (collectively, the “Transaction Documents”), and to issue and sell the Securities in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the CompanyCompany at each Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares Securities and the provision to the Purchaser Purchasers of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares Securities and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly authorized by the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization of the Company, its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement and to issue and sell the due authorization, Notes in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and except as set forth on Schedule 2.1(b), no further consent or authorization of the Company, Company or its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform its obligations under this Agreement, the due authorizationNotes, executionthe Security Agreement, delivery and performance each of the other agreements or instruments entered into, or delivered, by the Company of this Agreement and the other Transaction Documents and the consummation of parties hereto in connection with the transactions contemplated hereby and thereby by this Agreement (including, without limitationcollectively, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)”) and to issue and sell the Notes in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (thereby, including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)Notes, have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Appears in 1 contract Note (Ambient Corp /Ny),
Authorization; Enforcement. The Validity. Subject to the approval by the stockholders of the Company of the Stockholder Proposals and the filing of the Charter Amendment with the Secretary of State of the State of Delaware, the Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform its obligations under the due authorization, execution, Transaction Documents and to issue the Shares in accordance with the terms hereof. The execution and delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (includingand thereby, without limitation, including the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)Shares, have been duly authorized by the Company’s board of directors or a duly authorized committee thereof and no (the “Board of Directors”). No further corporate consent or authorization is required by the Company, the Board of Directors or the Company’s stockholders in connection with the execution and delivery by the Company of this Agreement or any of the other Transaction Documents and the performance of the Company’s obligations hereunder and thereunder, its board including the issuance of directors or its the Shares, other than the approval by the stockholders is requiredof the Company of the Stockholder Proposals. This Agreement has been been, and when executed and delivered by the Company at the Closing, each other Transaction Document will be, duly executed and delivered by the CompanyCompany and, and subject to the other instruments referred to herein to which it is a party will be duly approval by the stockholders of the Company of the Stockholder Proposals, constitute (or when executed and delivered by will constitute) the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation obligations of the Company Company, enforceable against it the Company in accordance with its their respective terms, except to the extent that as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation or similar Laws relating to, and any other laws of general application or affecting generally, the enforcement of applicable creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares Securities and the provision to the Purchaser Purchasers of the rights contemplated by the Transaction Documents)) and no action on the part of the stockholders of the Company is required, except for the requirement to obtain stockholder approval for the Amendment to the Certificate of Incorporation contemplated by Section 6.2(a) and to approve the 2010 Omnibus Plan. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)thereby, have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company, its board except for the requirement to obtain stockholder approval for the Amendment to the Certificate of directors or its stockholders is requiredIncorporation contemplated by Section 6.2(a) and the 2010 Omnibus Plan. This Agreement has been duly executed and delivered by the Company, and the other Transaction Documents and instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all requisite corporate right, power and has taken all necessary authority to enter into the Transaction Documents and to consummate the transactions contemplated hereby and thereby. All corporate action required on the part of the Company, its directors and stockholders necessary for the due authorization, execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitationCompany, the issuanceauthorization, the reservation for sale, issuance and the delivery of the Shares Securities contemplated herein and the provision to the Purchaser performance of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly authorized by the Company’s board of directors or a duly authorized committee thereof obligations hereunder and no further consent or authorization of the Company, its board of directors or its stockholders is required. This Agreement thereunder has been taken. The Transaction Documents have been (or upon delivery will have been) duly executed and delivered by the Company, Company and constitute the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except their terms and subject to the extent that enforceability may be limited by laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance, moratorium and any other similar laws of general application relating to or affecting enforcement of creditors’ rights generally, generally and as limited by laws relating to the availability rules of law governing specific performance, injunctive relief, relief or other equitable remedies, and to limitations of public policy.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement by and among the Company, the Purchasers and the other parties thereto named therein (the “Registration Rights Agreement”) and the Escrow Agreement by and among the Company, Grandparents.com, LLC, Placement Agent and the Escrow Agent (the “Escrow Agreement”) (collectively, the “Transaction Documents”) and to issue and sell the Series B Shares in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, fraudulent conveyance, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationWarrant and the Irrevocable Transfer Agent Instructions (collectively, the “Transaction Documents”) and to issue and sell the Shares and the Warrant in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement and each of the other Transaction Documents has been duly executed and delivered by the Company. Each of the Transaction Documents constitutes, and the other instruments referred to herein to which it is a party will be duly or shall constitute when executed and delivered by the Companydelivered, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all requisite full corporate power and has taken all necessary corporate action required for authority to execute and deliver this Agreement, and any documents and instruments related to or contemplated by this Agreements (each a “Transaction Document” and collectively, the due authorization, execution, “Transaction Documents”) and to perform its obligations hereunder. The execution and delivery by the Company of each of the Transaction Documents and the performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)its obligations thereunder, have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization of the Company, its board no other corporate action on the part of directors the Company or its stockholders is requiredbeing necessary. This Agreement Each of the Transaction Documents has been or will be duly and validly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Companyconstitutes, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, their respective terms except to the extent that as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency and any other laws of general application affecting the enforcement of creditors’ rights generally, and as limited by laws relating to except that any granting of equitable relief is in the availability discretion of specific performance, injunctive relief, or other equitable remediesthe court.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement, executionthe Warrants, delivery and performance by the Company of this Agreement AIRs, and the other Transaction Documents agreements and the consummation of the transactions documents contemplated hereby and thereby and executed by the Company or to which the Company is party (including, without limitationcollectively, the issuance“Transaction Documents”), and to issue and sell the Shares, the reservation for issuance Warrants and the delivery of AIRs in accordance with the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and all necessary corporate action, and, except as set forth in Schedule 2.1(b), no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Appears in 1 contract Cardiotech International Inc,
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and Warrants and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and Warrants and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly authorized by the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization of the Company, its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to execute, deliver, and perform its obligations under this Agreement, the due authorizationMerger Agreement, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby LV Agreement (including, without limitationcollectively, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery delivery, and performance of its obligations under each of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), Documents have been duly authorized by all necessary corporate action by the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization . Each of the Company, its board of directors or its stockholders is required. This Agreement Transaction Documents has been duly executed and delivered by the Company, Company and constitutes the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediessimilar laws.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationNotes and the Warrants (collectively, the “Transaction Documents”) and to issue and sell the Units, the Notes, the Warrants, the Conversion Shares, and the Warrant Shares in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be duly executed and delivered by the CompanyCompany at or prior to the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform its obligations under this Agreement, the due authorizationDebenture, executionthe Warrant, delivery that certain Security Agreement by and performance by among the Company of this Agreement and the Purchaser, dated as of even date herewith, substantially in the form of Exhibit C attached hereto (the “Security Agreement”), and the Irrevocable Transfer Agent Instructions (as defined in Section 3.16 hereof) (collectively, the “Transaction Documents”) and to issue and sell the Securities in accordance with the terms hereof. Each Subsidiary of the Company has the requisite corporate, partnership, limited liability company or other power and authority to enter into and perform its obligations under each Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)which it is a party. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and all necessary corporate action, and, except as set forth on Schedule 2.1(b), no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has The execution, delivery and performance by each such Subsidiary of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action, and, except as set forth on Schedule 2.1(b), no further consent or authorization of the Company, such Subsidiary, their respective boards of directors, stockholders, members, managers, or partners, as the case may be, is required. When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Transaction Documents shall constitute a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement application. When executed and delivered by a Subsidiary, each of creditors’ rights generallythe Transaction Documents to which such Subsidiary is a party shall constitute a valid and binding obligation of such Subsidiary enforceable against such Subsidiary in accordance with its terms, and except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to the availability of specific performance, injunctive reliefto, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable remediesprinciples of general application.
Appears in 1 contract Debenture (Electro Energy Inc),
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationWarrant, executionand each other agreement, delivery instrument and performance certificate executed and delivered by the Company of this Agreement and in connection with the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby foregoing (including, without limitationcollectively, the issuance, “Operative Documents”) and to issue the reservation for issuance and Warrant in accordance with the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Operative Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly When executed and delivered by the Company, and each of the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each such agreement constitutes or will Operative Documents shall constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationNew Note, executionthe Warrants, delivery and performance each other agreement, instrument and certificate executed and delivered by the Company of this Agreement in connection with the foregoing (collectively, the “Operative Documents”) and to issue and sell the New Note and the other Transaction Documents and Warrants in accordance with the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)terms hereof. The execution, delivery and performance of the Operative Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is requiredrequired except that for the number of shares underlying the Warrants to be authorized the reverse stock split and the amendment to the Company’s Articles of Incorporation approved by stockholders at the Company’s special meeting of stockholders held on March 10, 2015 (the “Special Meeting”) must be effectuated by the Company. This Agreement has been duly When executed and delivered by the Company, except for the number of shares underlying the Warrants (the “Warrant Shares”) needing to be authorized by the approval and implementation of the reverse stock split and the other instruments referred amendment to herein to which it is a party will be duly executed and delivered by the Company’s Articles of Incorporation approved by stockholders at the Special Meeting, and each such agreement constitutes or will of the Operative Documents shall constitute a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this the Transaction Documents, the Initial License Agreement, the License Agreement and the other Transaction Documents OrbiMed Amendments and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares Securities and the provision to the Purchaser of the rights contemplated by such documents) and no action on the Transaction Documents)part of the stockholders of the Company is required. The execution, delivery and performance by the Company of this each of the Transaction Documents, the Initial License Agreement, the License Agreement and the OrbiMed Amendments and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents)thereby, have been duly authorized by all necessary corporate action on the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization part of the Company. The Transaction Documents, its board of directors or its stockholders is required. This the Initial License Agreement, the License Agreement has been duly executed and delivered by the Company, and the other instruments referred to herein to which it is a party will be OrbiMed Amendments have been duly executed and delivered by the Company, and each such agreement constitutes or will documents constitute a legal, valid and binding obligation obligations of the Company enforceable against it in accordance with its their terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement and the due authorizationRegistration Rights Agreement in the form attached hereto as Exhibit A (the “Registration Rights Agreement ”) (collectively, the “Transaction Documents”) and to issue and sell the Common Stock in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationIrrevocable Transfer Agent Instructions (as defined in Section 3.14 hereof), the Certificate of Designation and the Warrants (collectively, the “Transaction Documents”) and to issue and sell the Shares and the Warrants in accordance with the terms hereof and otherwise carry out its obligations thereunder. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement, executionthe Security Agreement, delivery and performance by the Company of this Agreement Notes, the Warrants, and the other Transaction Documents agreements and the consummation of the transactions documents contemplated hereby and thereby and executed by the Company or to which the Company is party (including, without limitationcollectively, the issuance"Transaction Documents"), and to issue and sell the reservation for issuance Notes and the delivery of Warrants in accordance with the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). terms hereof The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), thereby have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof and all necessary corporate action, and, except as set forth in Schedule 2.1(b), no further consent or authorization of the Company, its board Board of directors Directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.
Appears in 1 contract Nascent Wine Company, Inc.,
Authorization; Enforcement. The Company has all the requisite corporate power and has taken all necessary corporate action required for authority to enter into and perform this Agreement, the due authorizationRegistration Rights Agreement attached hereto as Exhibit E (the "Registration Rights Agreement"), the Irrevocable Transfer Agent Instructions (as defined in Section 3.14), the Certificate of Designation, and the Warrants (collectively, the "Transaction Documents") and to issue and sell the Shares and the Warrants in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents), have been duly and validly authorized by the Company’s board of directors or a duly authorized committee thereof all necessary corporate action, and no further consent or authorization of the Company, its board of directors Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company, and the . The other instruments referred to herein to which it is a party Transaction Documents will be have been duly executed and delivered by the CompanyCompany at the Closing. Each of the Transaction Documents constitutes, or shall constitute when executed and each such agreement constitutes or will constitute delivered, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceliquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and any remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplication.