Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 6 contracts
Samples: Investment Agreement (Virtu Financial, Inc.), Investment Agreement (CHC Group Ltd.), Investment Agreement (Crocs, Inc.)
Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 6 contracts
Samples: Investment Agreement (National City Corp), Investment Agreement (Boston Private Financial Holdings Inc), Investment Agreement (Sirius Xm Radio Inc.)
Organization and Authority. The Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the such Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby by this Agreement on a timely basis, and the such Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 6 contracts
Samples: Subordinated Note Purchase Agreement (Bank of Commerce Holdings), Subordinated Note Purchase Agreement (Xenith Bankshares, Inc.), Subordinated Note Purchase Agreement (Southern National Bancorp of Virginia Inc)
Organization and Authority. The Purchaser Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the Purchaser’s Investor's ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser Investor has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Sun Bancorp Inc /Nj/)
Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Simplify Inventions, LLC), Stock Purchase Agreement (Advent International Corp/Ma), Stock Purchase Agreement (B. Riley Financial, Inc.)
Organization and Authority. The Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the such Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the such Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Washington Mutual, Inc), Securities Purchase Agreement (Washington Mutual, Inc), Securities Purchase Agreement (Washington Mutual, Inc)
Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby by this Agreement on a timely basis, and the Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 3 contracts
Samples: Investment Agreement (Corsair Capital LLC), Investment Agreement (United Community Banks Inc), Subordinated Note Purchase Agreement (Citizens Community Bancorp Inc.)
Organization and Authority. The Purchaser If an entity, the Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the PurchaserInvestor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser Investor has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Brown Bernard A)
Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 3 contracts
Samples: Investment Agreement (Genesee & Wyoming Inc), Investment Agreement (Care.com Inc), Preferred Stock Purchase Agreement (WildHorse Resource Development Corp)
Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and qualified, except where failure to be so qualified would not reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 3 contracts
Samples: Registration Rights Agreement (Catalent, Inc.), Investment Agreement (Signet Jewelers LTD), Investment Agreement (Graftech International LTD)
Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where any failure to be so qualified would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby Contemplated Transactions on a timely basis, and the Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (First Western Financial Inc), Subordinated Note Purchase Agreement (Business First Bancshares, Inc.)
Organization and Authority. The Purchaser Investor (if other than a natural person) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the PurchaserInvestor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser Investor has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 2 contracts
Samples: Form of Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Sun Bancorp Inc /Nj/)
Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser has the corporate or other requisite power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 2 contracts
Samples: Investment Agreement (Resideo Technologies, Inc.), Investment Agreement (Beacon Roofing Supply Inc)
Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Strategic Storage Trust VI, Inc.), Preferred Stock Purchase Agreement (SmartStop Self Storage REIT, Inc.)
Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and qualified, except where failure to be so qualified would not reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser has the corporate or other limited partnership power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ani Pharmaceuticals Inc), Equity Commitment and Investment Agreement (Ani Pharmaceuticals Inc)
Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where any failure to be so qualified would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby Contemplated Transactions on a timely basis, and the Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (First Savings Financial Group Inc)
Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would reasonably be expected to materially and adversely affect the Purchaser’s 's ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 1 contract
Organization and Authority. The Such Purchaser is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the such Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby Transactions on a timely basis, and the Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 1 contract
Samples: Note Purchase Agreement (Angiotech Pharmaceuticals Inc)
Organization and Authority. The Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the such Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the such Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 1 contract
Samples: Registration Rights Agreement (Earthstone Energy Inc)
Organization and Authority. The Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the such Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby by this Purchase Agreement on a timely basis, and the such Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 1 contract
Organization and Authority. The Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would reasonably be expected to materially and adversely affect the such Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the such Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 1 contract
Samples: Investment Agreement (Roadrunner Transportation Systems, Inc.)
Organization and Authority. The Purchaser Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the PurchaserInvestor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser Investor has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.
Appears in 1 contract
Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not reasonably be expected, individually or in the aggregate, to materially impair the Purchaser’s ability to effect the transactions contemplated hereby.
Appears in 1 contract
