Common use of Authorization; No Conflicts; Authority Clause in Contracts

Authorization; No Conflicts; Authority. This Agreement has been duly executed and delivered by each Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or laws affecting the rights of creditors generally and subject to general principles of equity. The execution and delivery of this Agreement, the performance of the terms hereof and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or instrument to which such Seller is a party or by which such Seller is bound, or (B) result in the violation of any law, regulation, order or decree applicable to such Seller; no consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the sale of the Shares being sold by such Seller except such as may be required under the Securities Act or state securities laws or blue sky laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Appears in 1 contract

Sources: Common Stock Purchase Agreement (Repro Med Systems Inc)

Authorization; No Conflicts; Authority. This Agreement has been duly executed and delivered by each Seller the Selling Stockholder and constitutes a valid and binding agreement of such Sellerthe Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or laws affecting the rights of creditors generally and subject to general principles of equity. The execution and delivery of this Agreement, the performance of the terms hereof and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or instrument to which such Seller the Selling Stockholder is a party or by which such Seller the Selling Stockholder is bound, or (B) result in the violation of any law, regulation, order or decree applicable to such Sellerthe Selling Stockholder; no consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the sale of the Shares Securities being sold by such Seller the Selling Stockholder, except such as may be required under the Securities Act or state securities laws or blue sky laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Appears in 1 contract

Sources: Underwriting Agreement (Diversified Restaurant Holdings, Inc.)

Authorization; No Conflicts; Authority. This Agreement has been duly authorized, executed and delivered by each Seller such Selling Stockholder and constitutes a valid and binding agreement of such SellerSelling Stockholder, enforceable in accordance with its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or laws affecting the rights of creditors generally and subject to general principles of equity. The execution and delivery of this Agreement, Agreement and the performance of the terms hereof and the consummation of the transactions herein contemplated by such Selling Stockholder will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or instrument to which such Seller Selling Stockholder is a party or by which such Seller Selling Stockholder is bound, (B) result in any violation of the provisions of such Selling Stockholder’s charter or by-laws (or similar organizational documents) or (BC) result in the violation of any law, regulation, order or decree applicable to such SellerSelling Stockholder; no consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the sale of the Shares Securities being sold by such Seller Selling Stockholder, except such as may be required under the Securities Act or state securities laws or blue sky laws or the rules of FINRA. Such Selling Stockholder has full power and authority to enter into this Agreement and to consummate the Financial Industry Regulatory Authoritytransactions contemplated hereby, Inc. (“FINRA”)including to sell, assign, transfer and deliver the Securities to be sold by such Selling Stockholder hereunder.

Appears in 1 contract

Sources: Underwriting Agreement (Orthopediatrics Corp)

Authorization; No Conflicts; Authority. This Agreement has been duly authorized, executed and delivered by or on behalf of each Seller Selling Stockholder and constitutes a valid and binding agreement of such SellerSelling Stockholder, enforceable in accordance with its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or laws affecting the rights of creditors generally and subject to general principles of equity. The execution and delivery of this Agreement, Agreement and the performance of the terms hereof and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or instrument to which such Seller Selling Stockholder is a party or by which such Seller Selling Stockholder is bound, (B) result in any violation of the provisions of such Selling Stockholder’s charter or by-laws (or similar organizational documents) or (BC) result in the violation of any law, regulation, order or decree applicable to such SellerSelling Stockholder; no consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the sale of the Shares Securities being sold by such Seller Selling Stockholder, except such as may be required under the Securities Act or state securities laws or blue sky laws or the rules of FINRA. Each Selling Stockholder has full power and authority to enter into this Agreement and to consummate the Financial Industry Regulatory Authoritytransactions contemplated hereby, Inc. (“FINRA”)including to sell, assign, transfer and deliver the Securities to be sold by such Selling Stockholder hereunder.

Appears in 1 contract

Sources: Underwriting Agreement (BOVIE MEDICAL Corp)