Common use of Power and Authorization Clause in Contracts

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

Appears in 36 contracts

Samples: Exchange Agreement (Marathon Digital Holdings, Inc.), Exchange Agreement (Mullen Automotive Inc.), Exchange Agreement (Rain Therapeutics Inc.)

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Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, Agreement and to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby.

Appears in 10 contracts

Samples: Exchange Agreement (Bantec, Inc.), Settlement and Exchange Agreement (NightFood Holdings, Inc.), Settlement and Exchange Agreement (Mitesco, Inc.)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby.

Appears in 8 contracts

Samples: Exchange Agreement (Amtrust Financial Services, Inc.), Exchange Agreement (Telecommunication Systems Inc /Fa/), Exchange Agreement (Callaway Golf Co)

Power and Authorization. The Company is duly incorporatedorganized, validly existing and in good standing under the laws of its state of incorporationstanding, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange transactions contemplated hereby.

Appears in 6 contracts

Samples: Warrant Exercise Agreement (Sesen Bio, Inc.), Warrant Exercise Agreement (Sesen Bio, Inc.), Warrant Amendment Agreement (Sesen Bio, Inc.)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Supplement, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby.

Appears in 6 contracts

Samples: Exchange Agreement (Builders FirstSource, Inc.), Exchange Agreement (Janus Capital Group Inc), Exchange Agreement (Hologic Inc)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Stock Purchase contemplated hereby.

Appears in 5 contracts

Samples: Purchase Agreement (Faraday Future Intelligent Electric Inc.), Purchase Agreement (T2 Biosystems, Inc.), Purchase Agreement (Bionano Genomics, Inc.)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Conversion contemplated hereby.

Appears in 3 contracts

Samples: Form of Conversion Agreement (Horizon Pharma PLC), Conversion Agreement (Genesco Inc), Conversion Agreement (Genesco Inc)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporationstanding, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

Appears in 3 contracts

Samples: Exchange Agreement (Genesco Inc), Exchange Agreement (Hercules Offshore, Inc.), Exchange Agreement (Genesco Inc)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange Purchase contemplated hereby.

Appears in 2 contracts

Samples: Private Placement Purchase Agreement (Amtrust Financial Services, Inc.), Private Placement Purchase Agreement (Callaway Golf Co)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Sale contemplated hereby.

Appears in 2 contracts

Samples: Purchase Agreement (Telecommunication Systems Inc /Fa/), Form of Convertible Note Purchase Agreement (Maui Land & Pineapple Co Inc)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Supplement, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby. Each Guarantor is duly organized and validly existing and has the power, authority and capacity to execute and deliver the Supplement and to perform its obligations thereunder.

Appears in 2 contracts

Samples: Exchange Agreement (Omnicare Inc), Exchange Agreement (Omnicare Inc)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to carry on its business as now conducted and as proposed to be conducted, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

Appears in 2 contracts

Samples: Exchange Agreement (Pernix Therapeutics Holdings, Inc.), Exchange Agreement (Pernix Therapeutics Holdings, Inc.)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, power and authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby.

Appears in 2 contracts

Samples: Exchange Agreement (DST Systems Inc), Exchange Agreement (DST Systems Inc)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporationstanding, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange Purchase contemplated hereby.

Appears in 2 contracts

Samples: Private Placement Purchase Agreement (PDL Biopharma, Inc.), Private Placement Purchase Agreement (Forest City Enterprises Inc)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby. Each Guarantor is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver the Indenture and to perform its obligations thereunder.

Appears in 2 contracts

Samples: Indenture (James River Coal CO), Exchange Agreement (James River Coal CO)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Supplement, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated herebyTransactions.

Appears in 1 contract

Samples: Securities Purchase Agreement (AV Homes, Inc.)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Note Purchase contemplated hereby. No material consent, approval, order or authorization of, or material registration or declaration with, any governmental entity is required on the part of the Company in connection with the execution, delivery and performance by it of this Agreement and the consummation by the Company of the transactions contemplated hereby.

Appears in 1 contract

Samples: Note Purchase Agreement (Veeco Instruments Inc)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the corporate power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby.

Appears in 1 contract

Samples: Exchange Agreement (Healthsouth Corp)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAmendment, to perform its obligations hereunder, and to consummate the Exchange issuance of the Shares contemplated hereby, except in the case of the Additional Closing Shares, subject to the receipt by the Company of the Requisite Shareholder Approval.

Appears in 1 contract

Samples: Common Stock Issuance Agreement (AmpliPhi Biosciences Corp)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby. The Guarantor is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver the Indenture and to perform its obligations thereunder.

Appears in 1 contract

Samples: Exchange Agreement (Omnicare Inc)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange transactions contemplated hereby.

Appears in 1 contract

Samples: Conversion Agreement (Merrimack Pharmaceuticals Inc)

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Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, hereunder and to consummate the Exchange contemplated hereby.

Appears in 1 contract

Samples: Exchange Agreement (PDL Biopharma, Inc.)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.. Section 3.2

Appears in 1 contract

Samples: Exchange Agreement (Amicus Therapeutics, Inc.)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to carry on its business as now conducted and as proposed to be conducted, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Exchanges contemplated hereby.

Appears in 1 contract

Samples: Exchange Agreement (Pernix Therapeutics Holdings, Inc.)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Note Sale contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (PDL Biopharma, Inc.)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporationstanding, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Transactions contemplated hereby.

Appears in 1 contract

Samples: Exchange and Amendment Agreement (InspireMD, Inc.)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby.

Appears in 1 contract

Samples: Exchange Agreement (Callaway Golf Co)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange sale of Notes contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (NantHealth, Inc.)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its state of incorporationincorporation or organization, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

Appears in 1 contract

Samples: Exchange Agreement (Structure Therapeutics Inc.)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Purchase contemplated hereby.

Appears in 1 contract

Samples: Private Placement Purchase Agreement (Forest City Enterprises Inc)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange issuance of the Shares contemplated hereby.

Appears in 1 contract

Samples: Common Stock Issuance Agreement (AmpliPhi Biosciences Corp)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to to, and has taken all action as may be necessary to, execute and deliver this AgreementAgreement and the other Transaction Documents, to perform its obligations hereunder, and to consummate the Exchange contemplated herebyhereby and the other transactions contemplated thereby.

Appears in 1 contract

Samples: Exchange Agreement (Iconix Brand Group, Inc.)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporationstanding, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange transactions contemplated hereby.

Appears in 1 contract

Samples: Warrant Exercise Agreement (Capstone Turbine Corp)

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange Transactions contemplated hereby.

Appears in 1 contract

Samples: Exchange and Purchase Agreement (PDL Biopharma, Inc.)

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