Corporate Power and Authority; Binding Agreement Sample Clauses

Corporate Power and Authority; Binding Agreement. Attached as Exhibit A are copies of the Company's articles of incorporation, as amended ("Articles of Incorporation"), by-laws, as amended ("Bylaws"), and minutes of all meetings of the Company's board of directors and shareholders, or written consents in lieu thereof, from the date of the Company's incorporation through the date of this Agreement (collectively, the "Company Minutes"). The Company has the requisite corporate power and authority to enter into and perform this Agreement and each of the other agreements as may be entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transactional Documents") and to sell the Common Shares as herein contemplated. This Transactional Documents have been duly authorized, executed and delivered on behalf of the Company and is the valid and binding obligation of the Company, enforceable in accordance with their respective terms, subject only to the effect, if any, of bankruptcy laws or similar laws relating to the insolvency of debtors and to principles of equity. The Company is not in violation of its Articles of Incorporation or Bylaws or any applicable statute, rule, regulation or ordinance, except as may be set forth on Schedule 3b hereto, nor is the Company in default under any order, writ, judgment, injunction or decree of any court, government agency or arbitration tribunal applicable to the Company. Bryant Villeponteau, Ph.D. is an oxxxxxx xxx xxxxxxxx of both the Company and the Buyer. The Company has satisfied all applicable provisions of the California Corporations Code with respect to any approvals necessary to execute this Agreement and the Transactional Documents and to consummate the transactions herein and therein contemplated with respect to transactions with affiliates.
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Corporate Power and Authority; Binding Agreement. (a) Xxxxxx Industries has all necessary corporate power and authority to execute and deliver this Agreement and a Registration Rights Agreement (as hereinafter defined), to perform its obligations hereunder and thereunder, subject to obtaining the approval of the Exchange and the Warrant Conversion by the holders of a majority of the qualified shares of Xxxxxx Common Stock at the Shareholders' Meeting (as defined below) (the "XXXXXX SHAREHOLDER APPROVAL"), to consummate the Exchange, the Warrant Conversion, the Note Amendment and the other transactions contemplated by this Agreement. The execution, delivery and performance by Xxxxxx Industries of this Agreement and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action (including, without limitation, the approval of the Board) and no other corporate proceedings on the part of Xxxxxx Industries are necessary to authorize this Agreement, a Registration Rights Agreement or to consummate the Exchange, the Warrant Conversion, the Note Amendment or any other transactions contemplated by this Agreement (other than obtaining the Xxxxxx Shareholder Approval with respect to the Exchange).
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Corporate Power and Authority; Binding Agreement. (a) Radiant has all necessary corporate power and authority to execute and deliver this Agreement and the Related Agreements, to perform its obligations hereunder and thereunder, and subject to obtaining the approval of this Agreement and the Separation Agreement and the transactions contemplated hereby and thereby by the holders of a majority of the qualified shares pursuant to Section 14-2-863 of the GBCC (the “Radiant Shareholder Approval”), to consummate the Separation and the Exchange and the other transactions contemplated by this Agreement and the Related Agreements. The execution, delivery and performance by Radiant of this Agreement and the Related Agreements, and the consummation by Radiant of the Separation and the Exchange and the other transactions contemplated by this Agreement and the Related Agreements, have been duly authorized by all necessary corporate action (including, without limitation, the unanimous approval of the Board) and no other corporate proceedings on the part of Radiant are necessary to authorize this Agreement or the Related Agreements or to consummate the Exchange or the Separation or the other transactions contemplated by this Agreement and the Related Agreements (in each case other than obtaining the Radiant Shareholder Approval).
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Corporate Power and Authority; Binding Agreement. (a) Xxxxxx Industries has all necessary corporate power and authority to execute and deliver this Agreement and a Registration Rights Agreement (as hereinafter defined), to perform its obligations hereunder and thereunder, and to consummate the Exchange, the Warrant Conversion, the Note Agreement and the other transactions contemplated by this Agreement. The execution, delivery and performance by Xxxxxx Industries of this Agreement and the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action (including, without limitation, the approval of the Board) and no other corporate proceedings on the part of Xxxxxx Industries are necessary to authorize this Agreement, a Registration Rights Agreement or to consummate the Exchange, the Warrant Conversion, the Note Agreement or any other transactions contemplated by this Agreement.
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Related to Corporate Power and Authority; Binding Agreement

  • Power and Authority; Binding Agreement Stockholder has full power and authority and legal capacity to enter into, execute, and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below). This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid, and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally.

  • Corporate Power and Authority Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

  • Corporate Power and Authorization The Borrower has the corporate power and authority to execute, deliver, perform, and take all actions contemplated by, each of the Loan Documents to which it is a party, and all such action has been duly and validly authorized by all necessary corporate proceedings on its part. Without limiting the foregoing, the Borrower has the corporate power and authority to borrow pursuant to the Loan Documents to the fullest extent permitted hereby and thereby from time to time, and has taken all necessary corporate action to authorize such borrowings.

  • Corporate Power and Authority; No Conflicts The execution, delivery and performance by Borrower and each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) require any consent or approval of its stockholders which has not been obtained; (b) contravene its certificate of incorporation or by-laws; (c) violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Documents), registration, consent or approval under any Law (including, without limitation, Regulations T, U and X of the Board of Governors), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower or any Guarantor; (d) result in a breach of or constitute a default under or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower or any Guarantor is a party or by which it or its properties may be bound or affected; (e) result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by Borrower or any Guarantor; or (f) cause such corporation to be in default under any such Law, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

  • Power and Authority; Binding Obligation The Seller has the power and authority to execute and deliver this Receivables Purchase Agreement and to carry out its terms; and the execution, delivery and performance of this Receivables Purchase Agreement has been duly authorized by the Seller by all necessary action. This Receivables Purchase Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

  • Requisite Power and Authority Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

  • Corporate Power The Company has all requisite corporate power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

  • Corporate Power and Authority; Enforceability Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party. Each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

  • Existence, Power and Authority If not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

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