Authorization; Enforcement Sample Clauses



Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by


Authorization; Enforcement. The Buyer is a validly existing corporation with all requisite corporate power and authority to enter into and perform this Agreement, to invest in the Securities, and to consummate the transactions contemplated hereby in accordance with the terms hereof. This Agreement has been duly and validly authorized by the Buyer's board of directors and no further consent or authorization of the Company, its board of directors or its shareholders is required. This Agreement has been duly executed and delivered on behalf of the Buyer by its authorized representative, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

Authorization; Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of such Purchaser and are valid and binding agreements of such Purchaser enforceable against such Purchaser in accordance with their terms.

Authorization; Enforcement. This Agreement and the other Transaction Documents have each been duly and validly authorized by the Investor. This Agreement and the other Transaction Documents have each been duly executed and delivered on behalf of the Investor, and constitute valid and binding agreements of the Investor, enforceable against the Investor in accordance with their terms.

Authorization; Enforcement. This Subscription Agreement has been duly and validly authorized, executed and delivered on behalf of the Subscriber and is a valid and binding agreement of such Subscriber enforceable against the Subscriber in accordance with its terms. If the Subscriber is a corporation, the corporation is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority to purchase and hold the Securities. The decision to invest and the execution and delivery of this Subscription Agreement by a corporate Subscriber, the performance of the obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Subscriber. The individual signing this Subscription Agreement has all right, power and authority to execute and deliver this Subscription Agreement on behalf of the corporate Subscriber.

Authorization; Enforcement. The Company and the Subsidiaries (as applicable) have the requisite corporate power and authority to enter into and perform this Agreement, the Notes, the Warrants, the Security Agreement by and among the Company and the Subsidiaries, on the one hand, and the Purchasers, on the other hand, dated as of the date hereof, substantially in the form of Exhibit D attached hereto (the "Security Agreement"), the Guarantee to be delivered by each of the Subsidiaries, dated as of the date hereof, substantially in the form of Exhibit E attached hereto (the "Guarantee"), the Officer's Certificate to be delivered by the Company, dated as of the Closing Date, substantially in the form of Exhibit F attached hereto (the "Officer's Certificate"), the Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of the Closing Date, from Valcent Manufacturing Ltd., as Grantor, substantially in the form of Exhibit G attached hereto (the "Mortgage"), the Environmental Indemnity Agreement, dated as of the Closing Date, between the Company, the Subsidiaries and the Purchasers, substantially in the form of Exhibit H (the "Environmental Indemnity Agreement"), the Patent, Trademark and Copyright Security Agreement by and among the Company, the Subsidiaries and the Agent (as defined in the IP Security Agreement), substantially in the form of Exhibit I attached hereto (the "IP 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. The execution, delivery and performance of the Transaction Documents by the Company 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, its Board of Directors or stockholders is required. When executed and delivered by the Company and the Subsidiaries, each of the Transaction Documents shall constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable ...


Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered on behalf of such Buyer, and this Agreement constitutes a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. The Selling Stockholders, individually and together, have the full right, power and authority to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholders hereunder. This Agreement when executed and delivered by the Selling Stockholders, will constitute a valid and legally binding obligation of the Selling Stockholders, enforceable against the Selling Stockholders in accordance with its terms, except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' rights generally; and (B) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The execution and delivery of this Agreement and the sale and delivery of the Shares to be sold by the Selling Stockholders and the consummation of the transactions contemplated herein do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Shares or any property or assets of the Selling Stockholders pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Stockholders are a party or by which the Selling Stockholders may be bound, or to which any of the property or assets of the Selling Stockholders is subject, nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Stockholders or any of their properties.

Authorization; Enforcement. The execution, delivery and performance by the Company of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. The Transaction Documents have been duly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company, enforceable against it in accordance with the terms hereof and thereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally.