Status and Charter Documents Clause Samples

Status and Charter Documents. The Optionee is a corporation duly incorporated and validly existing in all respects under the laws of its jurisdiction of incorporation. The Optionee has all necessary corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as it is now being conducted and proposed to be conducted. Complete and correct copies of the constating documents of the Optionee have been delivered to the Optionor. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the undersigned, the undersigned hereby: (a) agrees to become a party to and be bound by all of the terms, conditions provisions and obligations of the option agreement (the “Option Agreement”) dated May , 2021 among the Optionor, the Optionee and the Creditor (as defined in the Option Agreement); (b) confirms the undersigned has reviewed the Option Agreement and obtained or waived independent legal advice with respect to the Option Agreement; (c) upon execution of this Joinder Agreement will be entitled to all rights of and subject to all the duties and obligations of a Securityholder as if it had been an original Securityholder; and (d) concurrently with the issuance of Shares (as defined in the Option Agreement), the undersigned will deliver to counsel for the Optionor the certificate(s) representing the Shares and a signed and undated stock power of attorney that is irrevocable to the extent permitted by Applicable Law authorizing the transfer of such Shares to the Optionee in accordance with the terms of the Option Agreement. Dated as of _________, 20___.