Common use of Authorization, Execution and Delivery of Agreement Clause in Contracts

Authorization, Execution and Delivery of Agreement. (a) -------------------------------------------------- Except to the extent that the By-laws of, or other rules or regulations promulgated by, the National Association of Securities Dealers ("NASD") ---- applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the execution and delivery of this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby (i) do not require the approval or consent of any stockholders of the Company and (ii) have been duly authorized by all necessary corporate action on the part of the Company for all purposes, including Section 203 of the Delaware General Corporation Law. Except to the extent that the By-laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, this Agreement has been duly executed and delivered by the Company and this Agreement constitutes the legal, valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Nutramax Products Inc /De/), Stock Purchase Agreement (Lepone Donald E)

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Authorization, Execution and Delivery of Agreement. (a) -------------------------------------------------- Except to the extent that the By-laws of, or other rules or regulations promulgated by, the National Association of Securities Dealers ("NASD") ---- applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the execution and delivery of this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby (i) do not require the approval or consent of any stockholders of the Company and (ii) have been duly authorized by all necessary corporate action on the part of the Company for all purposes, including Section 203 of the Delaware General Corporation Law. Except to the extent that the By-By- laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, this Agreement has been duly executed and delivered by the Company and this Agreement constitutes the legal, valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nutramax Products Inc /De/)

Authorization, Execution and Delivery of Agreement. (a) -------------------------------------------------- Except to the extent that the By-laws of, or other rules or regulations promulgated by, the National Association of Securities Dealers ("NASD") ---- applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the execution and delivery of this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby (i) do not require the approval or consent of any stockholders of the Company and (ii) have been duly authorized by all necessary corporate action on the part of the Company for all purposes, including Section 203 of the Delaware General Corporation Law. Except to the extent that the By-laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, this Agreement has been duly executed and delivered by the Company and this Agreement constitutes the legal, valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chilmark Partners LLC)

Authorization, Execution and Delivery of Agreement. (a) Except -------------------------------------------------- Except to the extent that the By-laws of, or other rules or regulations promulgated by, the National Association of Securities Dealers ("NASD") ---- applicable to Nasdaq ---- SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the execution and delivery of this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby (i) do not require the approval or consent of any stockholders of the Company and (ii) have been duly authorized by all necessary corporate action on the part of the Company for all purposes, including Section 203 of the Delaware General Corporation Law. Except to the extent that the By-By- laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, this Agreement has been duly executed and delivered by the Company and this Agreement constitutes the legal, valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nutramax Products Inc /De/)

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Authorization, Execution and Delivery of Agreement. (a) -------------------------------------------------- Except to the extent that the By-laws of, or other rules or regulations promulgated by, the National Association of Securities Dealers ("NASD") ---- applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the execution and delivery of this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby (i) do not require the approval or consent of any stockholders of the Company and (ii) have been duly authorized by all necessary corporate action on the part of the Company for all purposes, including Section 203 of the Delaware General Corporation Law. Except to the extent that the By-laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, this Agreement has been duly executed and delivered by the Company and this Agreement constitutes the legal, valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chilmark Partners LLC)

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