Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to this Agreement, have been duly authorized by the Required Board Approvals and no further consent or authorization is required by the Company, the Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Flyexclusive Inc.), Securities Purchase Agreement (Flyexclusive Inc.), Securities Purchase Agreement (Flyexclusive Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each of the other Transaction Documents has been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 5 contracts
Sources: Common Stock Purchase Agreement (Steroidogenesis Inhibitors International Inc), Common Stock Purchase Agreement (Atlantic Technology Ventures Inc), Common Stock Purchase Agreement (U S Plastic Lumber Corp)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Security Agreement, the Notes, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which it is a party, Documents") and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementUnits, the Notes, the Warrants, and the reservation for issuance and the issuance of the shares (the “Underlying Shares”) upon conversion of the Notes and exercise of the Warrants, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent filing, consent, or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 4 contracts
Sources: Secured Convertible Note and Warrant Purchase Agreement (Bonds.com Group, Inc.), Secured Convertible Note and Warrant Purchase Agreement (Bonds.com Group, Inc.), Secured Convertible Note and Warrant Purchase Agreement (Bonds.com Group, Inc.)
Authorization; Enforcement; Validity. (ia) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents agreements to which it is a party, and to issue be entered into by the Securities Parties hereto in accordance connection with the terms hereof and thereoftransactions contemplated by this Agreement (collectively, (ii) the “Transaction Documents”). The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to this Agreement, have has been duly authorized by the Required Company’s Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this shareholders. This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesconstitute the legal, and each other Transaction Document upon its execution and delivery on behalf of the Company shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms.
(b) Sellers have all requisite power, except (A) as such enforceability may authority and legal capacity to execute and deliver this Agreement and all other Transaction Documents to which Sellers are a party and to perform the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Sellers and constitutes a valid and binding obligation of the Seller, enforceable against Sellers in accordance with its terms. At Closing, all other Transaction Documents to be limited executed and delivered by general principles Sellers shall have been duly executed and delivered by Seller. All other Transaction Documents executed and delivered by Sellers shall constitute valid and binding obligations of equity or applicable bankruptcySeller, insolvency, reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Lawenforceable against Sellers in accordance with their terms.
Appears in 4 contracts
Sources: Stock Purchase Agreement (Skookum Safety Solutions Corp.), Stock Purchase Agreement (ACE Consulting Management, Inc.), Stock Purchase Agreement (Bio-en Holdings Corp.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement delivered pursuant to Section 4.4(a) hereof, the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities Acquired Shares, the Warrant, the Conversion Shares and the Warrant Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, and the issuance of the Securities pursuant to this AgreementAcquired Shares and Warrant, have been duly authorized by the Required Board Approvals board of directors of the Company (the “Board”), and no further consent or authorization is required by the Company, the Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (Ai) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, or (Bii) as limited by Laws relating any rights to the availability of specific performance, injunctive relief indemnity or other equitable remedies and (C) insofar as indemnification and contribution provisions hereunder may be limited by applicable Lawfederal and state securities laws and public policy consideration.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Amacore Group, Inc.), Securities Purchase Agreement (Amacore Group, Inc.), Securities Purchase Agreement (Amacore Group, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the New Indenture, the New Notes, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a partyDocuments”), and to issue the Securities New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementNew Notes, have been duly authorized by the Required Company’s Board Approvals of Directors and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further consent filing, consent, or authorization is required by the Company, the its Board of Directors Directors, or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid valid, and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 4 contracts
Sources: Exchange Agreement (Smith & Wesson Holding Corp), Exchange Agreement (Smith & Wesson Holding Corp), Exchange Agreement (Smith & Wesson Holding Corp)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Investor Rights Agreement, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this Agreement, Membership Interests and the Warrants and the reservation for issuance and the issuance of the Warrant Interests issuable upon exercise of the Warrant have been duly authorized by the Required Company’s Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Securities pursuant to this AgreementConvertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures), have been duly authorized by the Required Board Approvals Company’s board of directors and no further filing, consent or authorization is required by the Company, the Board its board of Directors directors or its stockholdersstockholders or other governmental body. This Agreement has been, (iii) this Agreement and each of the other Transaction Documents has been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitutes the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Convertible Debentures, the Irrevocable Transfer Agent Instructions, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Near Intelligence, Inc.), Securities Purchase Agreement (Xos, Inc.), Securities Purchase Agreement (Molecular Data Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Other Securities Purchase Agreements, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and the Other Securities Purchase Agreements (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this Agreement, Common Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrant have been duly authorized by the Required Company’s Board Approvals of Directors and no further filing, consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Electro Optical Sciences Inc /Ny), Securities Purchase Agreement (Electro Optical Sciences Inc /Ny), Securities Purchase Agreement (Electro Optical Sciences Inc /Ny)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by each of the other Transaction Documents to which it is a party, party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance sale and delivery of the Securities pursuant to this Agreement, Shares) have been duly authorized by all necessary corporate action on the Required Board Approvals part of the Company, and no further consent or authorization corporate action is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each stockholders in connection therewith other than in connection with the Required Approvals. Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution and delivery on behalf of or when delivered in accordance with the Company shall constituteterms hereof, will constitute the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, generally the enforcement of of, creditors’ rights and remedies, (B) as limited remedies or by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) principles of general application or insofar as indemnification and contribution provisions may be limited by applicable Lawlaw. There are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock (i) to which the Company is a party or, (ii) to the Company’s Knowledge, between or among any of the Company’s stockholders.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Corindus Vascular Robotics, Inc.), Securities Purchase Agreement (Hudson Executive Capital LP), Securities Purchase Agreement (Corindus Vascular Robotics, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by each of the other Transaction Documents to which it is a party, party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance sale and delivery of the Securities pursuant to this Agreement, Shares) have been duly authorized by all necessary corporate action on the Required Board Approvals part of the Company and no further consent or authorization corporate action is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each stockholders in connection therewith other than in connection with the Required Approvals. Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution and delivery on behalf of or when delivered in accordance with the Company shall constituteterms hereof, will constitute the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, generally the enforcement of of, creditors’ rights and remediesremedies or by other equitable principles of general application. Except as set forth on Schedule 3.1(c) hereto, (B) as limited by Laws relating there are no shareholder agreements, voting agreements, or other similar arrangements with respect to the availability Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Lawthe Company’s shareholders.
Appears in 3 contracts
Sources: Securities Purchase Agreement (International Fight League, Inc.), Securities Purchase Agreement (International Fight League, Inc.), Securities Purchase Agreement (Sonic Innovations Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementCommon Shares, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Visual Data Corp), Securities Purchase Agreement (Dynamicweb Enterprises Inc), Securities Purchase Agreement (Visual Data Corp)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties on the Commencement Date and attached hereto as exhibits to this Agreement (collectively, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each of the other Transaction Documents has been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Neoprobe Corp), Common Stock Purchase Agreement (Bioprogress Technology International Inc), Common Stock Purchase Agreement (Tset Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined below), the Registration Rights Amendment, the Notes and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant Notes, was recommended to this Agreement, have been the Company’s Board of Directors by the Special Committee and duly authorized by the Required Company’s Board Approvals of Directors (other than the directors that were duly appointed by Buyer or its affiliates, each of whom abstained from participating in the consideration of the terms and conditions of the Transaction Documents in their capacities as directors,) and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 3 contracts
Sources: Note Purchase Agreement (Merisel Inc /De/), Note Purchase Agreement (Merisel Inc /De/), Note Purchase Agreement (Merisel Inc /De/)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Investor Rights Agreement, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this Agreement, Membership Interests and the Warrants and the reservation for issuance and the issuance of the Warrant Interests issuable upon conversion of the Warrant have been duly authorized by the Required Company’s Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this Agreement, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes have been duly authorized by the Required Company’s Board Approvals of Directors and other than as set forth in Section 3(e), no further filing, consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 3 contracts
Sources: Securities Purchase Agreement (NPS Pharmaceuticals Inc), Securities Purchase Agreement (International Assets Holding Corp), Securities Purchase Agreement (Ista Pharmaceuticals Inc)
Authorization; Enforcement; Validity. (iThe Seller(s) The and the Company has have the requisite corporate power and authority to enter into and perform its their obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each the other Transaction Documents by the Seller(s) and the Company, and the consummation by the Seller(s) and the Company of the transactions contemplated hereby and thereby have been duly consented to by the Company’s board of directors or other governing body, as applicable, and no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party by will be prior to the Company and the consummation by it of the transactions contemplated hereby and therebyClosing, including without limitation, the issuance of the Securities pursuant to this Agreement, have been duly authorized by the Required Board Approvals and no further consent or authorization is required by the Company, the Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has been duly executed and delivered by the Company Seller(s) and (iv) this Agreement constitutesthe Company, and each other Transaction Document upon its execution and delivery on behalf of constitutes the Company shall constitutelegal, the valid and binding obligations of the Company Seller(s) and Company, enforceable against the Company each in accordance with their its respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Taronis Technologies, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)
Authorization; Enforcement; Validity. (i) The Company Purchaser has the requisite corporate or partnership power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by and otherwise to carry out its obligations hereunder and thereunder. Purchaser’s execution and delivery of each of the Company Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to this Agreement, thereby have been duly authorized by all necessary corporate or partnership action on the Required Board Approvals part of the Purchaser, and no further consent corporate or authorization partnership action is required by the Company, the Board of Directors Purchaser or its stockholders, (iii) this Agreement and each governing body in connection therewith other than as set forth in Schedule 3.2(b). Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed and delivered by the Company Purchaser and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution and delivery on behalf of or when delivered in accordance with the Company shall constituteterms hereof, will constitute the legal, valid and binding obligations obligation of the Company Purchaser enforceable against the Company Purchaser in accordance with their respective its terms, except (Ai) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, generally the enforcement of of, creditors’ rights and remediesremedies or by other equitable principles of general application, (Bii) as limited by Laws laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (Ciii) insofar as indemnification and contribution provisions may be limited by applicable Lawlaw.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Ecb Bancorp Inc), Securities Purchase Agreement (Ecb Bancorp Inc), Securities Purchase Agreement (Ecb Bancorp Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other Transaction Documents to which it is a partyagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementPreferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and Company, (iv) this Agreement constitutes, and each other the Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, and (Bv) as limited by Laws relating prior to the availability Closing Date, the Certificate of specific performanceDesignations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Lawenforceable against the Company in accordance with its terms.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Intelect Communications Inc), Securities Purchase Agreement (Intelect Communications Inc), Securities Purchase Agreement (Intelect Communications Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Securities pursuant to this AgreementConvertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures), have been duly authorized by the Required Board Approvals Company's board of directors and no further filing, consent or authorization is required by the Company, the Board its board of Directors directors or its stockholdersstockholders or other governmental body. This Agreement has been, (iii) this Agreement and each of the other Transaction Documents has been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitutes the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Convertible Debentures, the Irrevocable Transfer Agent Instructions, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Treasure Global Inc), Securities Purchase Agreement (Dalrada Financial Corp), Securities Purchase Agreement (China Xiangtai Food Co., Ltd.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Security Agreement, the Stock Pledge Agreement, the Guaranty Agreement, the Guarantor Security Agreement, the Note, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities Note in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, and the issuance of the Securities pursuant to this AgreementNote, have been duly authorized by the Required Board Approvals board of directors of the Company (the “Board”), and no further consent or authorization is required by the Company, the Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (Ai) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, or (Bii) as limited by Laws relating any rights to the availability of specific performance, injunctive relief indemnity or other equitable remedies and (C) insofar as indemnification and contribution provisions hereunder may be limited by applicable Lawfederal and state securities laws and public policy consideration.
Appears in 3 contracts
Sources: Securities Exchange Agreement (Medical Media Television, Inc.), Securities Exchange Agreement (Medical Media Television, Inc.), Note Purchase Agreement (Medical Media Television, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the ------------------------------------ requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementCommon Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Data Race Inc), Securities Purchase Agreement (Data Race Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Equity Purchase Agreements, the Registration Rights Agreements (as defined in Section 6(a) hereof) and each of the other Transaction Documents to which it is a partyagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to this AgreementCommitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreements, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each of the other Transaction Documents has been Document shall be at its respective Closing, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon shall constitute as of its execution and delivery on behalf of the Company shall constituterespective Closing, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Master Facility Agreement (5th Avenue Channel Corp), Master Facility Agreement (5th Avenue Channel Corp)
Authorization; Enforcement; Validity. (i) The Company Borrower has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Security Agreement, the Warrants and each of the other Transaction Documents to which it is a partyagreements, documents and to issue certificates entered into by the Securities parties hereto in accordance connection with the terms hereof and thereoftransactions contemplated by this Agreement (collectively, (ii) the “Transaction Documents”). The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company Borrower have been duly authorized by Borrower’s board of directors (or other governing body) and the consummation by it the Borrower of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementNotes and the Warrants by the Borrower, have been duly authorized by the Required Board Approvals Borrower’s board of directors (or other governing body), and other than filings with “Blue Sky” authorities as required therein, no further consent filing, consent, or authorization is required by the CompanyBorrower, the Board its board of Directors directors (or other governing body) or its stockholders, (iii) this except for such as have been obtained. This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesBorrower, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Borrower, enforceable against the Company Borrower in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Financing Agreement (Basil Street Cafe, Inc.), Financing Agreement (Basil Street Cafe, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementSeries A Stock and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Series A Stock and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Required Company's Board Approvals of Directors and no further consent filing, consent, or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (EnterConnect Inc), Securities Purchase Agreement (EnterConnect Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementSecurities, have been duly authorized by the Required Company’s Board Approvals of Directors and no further consent filing, consent, or authorization is required by the Company, the its Board of Directors or its stockholdersshareholders, (iii) this except for post-closing filings relating to the Securities, or notifications required to be made under federal or state securities laws. This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of shall constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (China Yongxin Pharmaceuticals Inc.), Securities Purchase Agreement (China Yongxin Pharmaceuticals Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement delivered pursuant to Section 4.4(b) hereof, the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities Acquired Shares, the Warrant, the Conversion Shares and the Warrant Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, and the issuance of the Securities pursuant to this AgreementAcquired Shares and Warrant, have been duly authorized by the Required Board Approvals board of directors of the Company (the “Board”), and no further consent or authorization is required by the Company, the Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (Ai) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, or (Bii) as limited by Laws relating any rights to the availability of specific performance, injunctive relief indemnity or other equitable remedies and (C) insofar as indemnification and contribution provisions hereunder may be limited by applicable Lawfederal and state securities laws and public policy consideration.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Amacore Group, Inc.), Securities Purchase Agreement (Amacore Group, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities Note in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Note) have been duly authorized by the Company’s board of directors, and (other than the filing of a Form D under Regulation D of the 1933 Act and the 8-K Filing) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to this Agreement, have been duly authorized by the Required Board Approvals and no further consent or authorization is required by the Company, the Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitutes the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Note, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Intercloud Systems, Inc.), Securities Purchase Agreement (Intercloud Systems, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement delivered pursuant to Section 4.4(f) hereof, the Escrow Agreement, the documents identified in Section 1.4 hereof, and each of the other agreements or instruments entered into or delivered by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities Acquired Notes and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, and the issuance of the Securities pursuant to this AgreementAcquired Notes, have been duly authorized by the Required Board Approvals board of directors of the Company (the “Board”), and no further consent or authorization is required by the Company, the Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (Ai) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, or (Bii) as limited by Laws relating any rights to the availability of specific performance, injunctive relief indemnity or other equitable remedies and (C) insofar as indemnification and contribution provisions hereunder may be limited by applicable Lawfederal and state securities laws and public policy consideration.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Amacore Group, Inc.), Securities Purchase Agreement (Amacore Group, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementWarrants, the issuance of the Warrant Shares upon exercise of the Warrants, have been duly authorized by the Required Company’s Board Approvals of Directors and no further consent filing, consent, or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this shareholders. This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of shall constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Subscription Agreement (ACCBT Corp.), Subscription Agreement (Brainstorm Cell Therapeutics Inc)
Authorization; Enforcement; Validity. (iThe Seller(s) The Company has and the Corporation have the requisite corporate power and authority to enter into and perform its their obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each the other Transaction Documents by the Seller(s) and the Corporation, and the consummation by the Seller(s) and the Corporation of the transactions contemplated hereby and thereby have been duly consented to by the Corporation’s board of directors or other governing body, as applicable, and no further filing, consent or authorization is required by the Corporation, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party by will be prior to the Company and the consummation by it of the transactions contemplated hereby and therebyClosing, including without limitation, the issuance of the Securities pursuant to this Agreement, have been duly authorized by the Required Board Approvals and no further consent or authorization is required by the Company, the Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has been duly executed and delivered by the Company Seller(s) and (iv) this Agreement constitutesthe Corporation, and each other Transaction Document upon its execution and delivery on behalf of constitutes the Company shall constitutelegal, the valid and binding obligations of the Company Seller(s) and Corporation, enforceable against the Company each in accordance with their its respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Securities pursuant to this AgreementOrdinary Shares), have been duly authorized by the Required Board Approvals Company’s board of directors and no further filing, consent or authorization is required by the Company, the Board its board of Directors directors or its stockholdersshareholders or other governmental body. This Agreement has been, (iii) this Agreement and each of the other Transaction Documents has been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitutes the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law. “Transaction Documents” means, collectively, this Agreement, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Garden Stage LTD), Securities Purchase Agreement (Premium Catering (Holdings) LTD)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to this Agreement, have has been duly authorized by the Company’s board of directors and (other than (i) the filing with the SEC of (A) one or more Registration Statements and (B) the 8-K Filing (as defined below), (E) any other filings as may be required by any state securities agencies (collectively, the “Required Board Approvals and Approvals”) no further filing, consent or authorization is required by the Company, the Board its Subsidiaries, their respective boards of Directors directors or its stockholders, (iii) this their stockholders or other governing body. This Agreement and each of the other Transaction Documents has been will be duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitutes the Company shall constitutelegal, the valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Sources: Securities Purchase Agreement (ARJ Consulting, LLC), Securities Purchase Agreement (Verus International, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under to consummate the transactions contemplated by this Agreement and by each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement and of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance, sale and delivery of the Securities and the reservation for issuance and the subsequent issuance of the Securities pursuant to this Agreement, Conversion Shares upon exercise of the Note) have been duly authorized by all necessary corporate action on the Required Board Approvals and part of the Company, and, other than the approval by the Company’s stockholders of the Stockholder Proposal, no further consent or authorization corporate action is required by the Company, the Board of Directors or its stockholders, (iii) stockholders in connection herewith and therewith. Each of this Agreement and each of the other Transaction Documents to which the Company is a party has been (or upon delivery will have been) duly and validly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution and delivery on behalf of or when delivered in accordance with the Company shall terms hereof will constitute, the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, generally the enforcement of of, creditors’ rights and remedies, (B) as limited remedies or by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies principles of general application. The Board of Directors has resolved that the transactions contemplated by this Agreement and (C) insofar as indemnification and contribution provisions may be limited by applicable Lawthe Transaction Documents are in the best interests of stockholders of the Company.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Institutional Financial Markets, Inc.), Securities Purchase Agreement (Institutional Financial Markets, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this Agreement, Common Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Required Company’s Board Approvals of Directors, and no further consent filing, consent, or authorization is required by the Company, the ’s Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Stereotaxis, Inc.), Securities Purchase Agreement (Stereotaxis, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements to be entered into by the parties hereto on the Commencement Date and attached hereto as exhibits to this Agreement (collectively, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each of the other Transaction Documents has been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Atlantic Technology Ventures Inc), Common Stock Purchase Agreement (Atlantic Technology Ventures Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Securities pursuant to this AgreementOrdinary Shares), have been duly authorized by the Required Board Approvals Company’s board of directors and no further filing, consent or authorization is required by the Company, the Board its board of Directors directors or its stockholdersshareholders or other governmental body. This Agreement has been, (iii) this Agreement and each of the other Transaction Documents has been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitutes the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Ordinary Shares, the Irrevocable Transfer Agent Instructions, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Lichen China LTD), Securities Purchase Agreement (Webuy Global LTD)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementNotes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes have been duly authorized by the Required Company’s Board Approvals of Directors, and no further consent filing, consent, or authorization is required by the Company, the ’s Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Nanogen Inc), Securities Purchase Agreement (Nanogen Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including without limitation, the issuance of the Securities pursuant to this AgreementPreferred Shares and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, and the issuance of the Warrants and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Required Board Approvals Company’s board of directors (the “Company Board”) and (other than any filings as may be required by applicable federal and state securities laws and other than the Stockholder Approval), no further filing, consent or authorization is required by the Company, the Company Board of Directors or its the Company’s stockholders. This Agreement has been, (iii) this Agreement and each of the other Transaction Documents has been to be delivered on or prior to the Initial Closing and the Closing, as the case may be, will be at or prior to the Initial Closing or the Closing, as the case may be, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its such execution and delivery on behalf of will constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable LawBankruptcy Exceptions.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement (Oncobiologics, Inc.)
Authorization; Enforcement; Validity. (ia) The Company D-Wave has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereofDocuments, (iib) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company D-Wave and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to this Agreement, thereby have been duly authorized by the Required D-Wave’s Board Approvals of Directors and no further consent or authorization is required by the CompanyD-Wave, the its Board of Directors or its stockholdersstockholders (except as provided in this Agreement), (iiic) each of this Agreement and the Registration Rights Agreement has been, and each of the other Transaction Documents has been Document shall be on the Commencement Date, duly executed and delivered by the Company D-Wave and (ivd) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company D-Wave, shall constitute, the valid and binding obligations of the Company D-Wave enforceable against the Company D-Wave in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. Except as set forth in this Agreement, no other approvals or consents of D-Wave’s Board of Directors, any authorized committee thereof, or stockholders (Bexcept as provided in this Agreement) as limited by Laws relating is necessary under applicable laws and D-Wave’s organizational documents and bylaws to authorize the availability execution and delivery of specific performance, injunctive relief the Transaction Documents or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Lawany of the transactions contemplated thereby.
Appears in 2 contracts
Sources: Purchase Agreement (D-Wave Quantum Inc.), Purchase Agreement (DPCM Capital, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Note, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Article V), and each of the other agreements entered into by the Company in connection with the transactions contemplated by this Agreement (collectively with the Security Agreement, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, of the Transaction Documents to which it is a party; (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebyby the Transaction Documents to which the Company is a party, including including, without limitation, the issuance of the Securities pursuant to this AgreementNote and each of the Warrants, and the reservation for issuance of the Exchange Shares and the Warrant Shares have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, ; (iii) this Agreement and each of the other Transaction Documents has to which the Company is a party have been duly executed and delivered by the Company Company; and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution and delivery on behalf of Documents to which the Company shall constitute, is a party constitute the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Dvi Inc), Securities Purchase Agreement (Dvi Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement delivered pursuant to Section 4.4(a) hereof, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities Acquired Shares and Conversion Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, and the issuance of the Securities pursuant to this AgreementAcquired Shares, have been duly authorized by the Required Board Approvals board of directors of the Company (the “Board”), and no further consent or authorization is required by the Company, the Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (Ai) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, or (Bii) as limited by Laws relating any rights to the availability of specific performance, injunctive relief indemnity or other equitable remedies and (C) insofar as indemnification and contribution provisions hereunder may be limited by applicable Lawfederal and state securities laws and public policy consideration.
Appears in 2 contracts
Sources: Preferred Stock Purchase Agreement (Amacore Group, Inc.), Preferred Stock Purchase Agreement (Amacore Group, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which it is a party, Documents") and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementCommon Shares, the issuance of the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Required Company's Board Approvals of Directors, and no further consent filing, consent, or authorization is required by the Company, the 's Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Adeona Pharmaceuticals, Inc.), Securities Purchase Agreement (Lucas Energy, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to this Agreement, have been duly authorized by the Company’s board of directors and (other than the Nasdaq Capital Market authorization of the additional listing of the shares of Common Stock issuable under this Agreement, and any other filings as may be required by any state securities agencies (collectively, the “Required Board Approvals and Approvals”)), no further filing, consent or authorization is required by the Company, the Board its board of Directors directors or its stockholders, (iii) this Agreement and each stockholders or other governing body of the other Transaction Documents Company. This Agreement has been duly executed and delivered by the Company and (iv) this Agreement constitutesconstitutes the legal, and each other Transaction Document upon its execution and delivery on behalf of the Company shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective its terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law.
Appears in 2 contracts
Sources: Share Exchange Agreement (Lm Funding America, Inc.), Stock Purchase Agreement (Lm Funding America, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents and, subject to which it is a partythe Reverse Split and NASDAQ Approval (as such terms are hereinafter defined), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Securities pursuant to this AgreementNote, the Reverse Split and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Note and the Interest Shares issuable in accordance with the terms of the Note upon effectiveness of the Reverse Split) have been duly authorized by the Required Board Approvals Company’s board of directors (the “Signing Resolutions”), and, except for (i) the filing of a Certificate of Amendment with the proper authorities in the M▇▇▇▇▇▇▇ Islands to effectuate the Reverse Split, (ii) taking all necessary actions and making such necessary filings to have the Reverse Split effective with The NASDAQ Stock Market and (iii) receipt of NASDAQ Approval, no further filing, consent or authorization is required by the Company, its board of directors or its shareholders. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of the Signing Resolutions executed by all of the members of the Company’s Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable LawDirectors.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Freeseas Inc.), Securities Purchase Agreement (Freeseas Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementCommon Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Data Race Inc), Securities Purchase Agreement (Generex Biotechnology Corp)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, the Registration Rights Agreement, its obligations under this Agreement pursuant to the Irrevocable Transfer Agent Instructions (as defined in Article 5), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation, limitation the issuance of the Securities pursuant to this AgreementNote and the Warrant, and the reservation for issuance and the issuance of the Exchange Shares and the Warrant Shares issuable upon exchange or exercise thereof, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, ; (iii) this Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company Company; and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Altair International Inc), Securities Purchase Agreement (Altair International Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Transfer Agent Instructions (as defined in Section 5), the Warrants and the Certificate of Designations and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementPreferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof, respectively, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, and (Bv) as limited by Laws relating prior to the availability Closing Date, the Certificate of specific performanceDesignations has been filed with the Secretary of State of the State of Nevada and will be in full force and effect, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Lawenforceable against the Company in accordance with its terms.
Appears in 2 contracts
Sources: Securities Purchase Agreement (E-Net Financial Com Corp), Securities Purchase Agreement (Trimfast Group Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Debenture, and each of the other Transaction Documents to which it is a party, Warrant and to issue the Securities shares of Warrant Stock in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance grant of the Securities pursuant to this AgreementWarrant and the reservation of the shares of Common Stock, $.001 par value per share (the “Common Stock”), underlying the Warrant (the “Warrant Stock”) and the issuance thereof upon exercise of the Warrant in accordance with the provisions thereof, have been duly authorized by the Required Board Approvals Company’s board of directors and no further consent filing, consent, or authorization is required by the Company, the Board its board of Directors directors, or its stockholdersstockholders or other governmental body. This Agreement, (iii) this Agreement the Debenture, and the Warrant have each of the other Transaction Documents has been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution constitutes the legal, valid, and delivery on behalf binding obligation of the Company shall constituteCompany, the valid and binding obligations of the Company enforceable against the Company in accordance with their its respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law.
Appears in 2 contracts
Sources: Unit Purchase Agreement (ALT5 Sigma Corp), Unit Purchase Agreement (ALT5 Sigma Corp)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementNotes, and the reservation for issuance and the issuance of the Conversion Shares have been duly authorized by the Required Company’s Board Approvals of Directors and (other than the filing of a Form D with the SEC and other filings as may be required by state securities agencies) no further consent filing, consent, or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (NXT-Id, Inc.), Securities Purchase Agreement (Intercloud Systems, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements to be entered into by the parties on the Commencement Date and attached hereto as exhibits to this Agreement (collectively, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each of the other Transaction Documents has been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Ep Medsystems Inc), Common Stock Purchase Agreement (Ep Medsystems Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Securities pursuant to this AgreementConvertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures), have been duly authorized by the Required Board Approvals Company's board of directors and no further filing, consent or authorization is required by the Company, the Board its board of Directors directors or its stockholdersstockholders or other governmental body. This Agreement has been, (iii) this Agreement and each of the other Transaction Documents has been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitutes the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Convertible Debentures, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Canoo Inc.), Securities Purchase Agreement (Canoo Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a partyDocuments, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to Commitment Shares (as defined below in Section 5(e)) and the Additional Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Required Company’s Board Approvals of Directors (the “Signing Resolutions”); the Signing Resolutions are valid, in full force and effect, have been made available or furnished to Investor, and have not been modified or supplemented in any respect; and except as set forth in this Agreement, and no further consent or authorization is required by the Company, the its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each of the other Transaction Documents has been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Purchase Agreement (Bit Digital, Inc), Purchase Agreement (Bit Digital, Inc)
Authorization; Enforcement; Validity. (i) The Company 1Look has the requisite corporate company power and authority to enter into execute and perform its obligations under deliver this Agreement, the Shareholders Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the any other Transaction Documents to which it is a party by and perform its obligations under this Agreement, the Company Shareholders Agreement and such other Transaction Documents in accordance with the terms hereof and thereof. The execution, delivery and performance of this Agreement, the Shareholders Agreement and any other Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and therebythereby have been duly and validly authorized by all requisite corporate action by 1Look and no other filing, including without limitation, consent or authorization on the issuance part of the Securities pursuant 1Look is necessary to authorize or approve this Agreement, have been duly authorized by the Required Board Approvals and no further consent Shareholders Agreement or authorization is required by the Company, the Board of Directors or its stockholders, (iii) this Agreement and each of the any other Transaction Documents has to which it is a party or to consummate the transactions contemplated hereby or thereby. This Agreement, the Shareholders Agreement and any other Transaction Documents to which it is a party have been or will be duly executed and delivered by 1Look, and, assuming the Company and (iv) this Agreement constitutesdue authorization, and each other Transaction Document upon its execution and delivery on behalf of by the Company shall constitutePurchaser, the constitutes a legal, valid and binding obligations obligation of the Company 1Look, enforceable against the Company 1Look in accordance with their respective its terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies, (B) as limited by Laws relating subject to the availability of specific performance, injunctive relief or other equitable remedies Bankruptcy and (C) insofar as indemnification and contribution provisions may be limited by applicable LawEquity Exception.
Appears in 2 contracts
Sources: Investment Agreement (Alibaba Group Holding LTD), Investment Agreement (Ali YK Investment Holding LTD)
Authorization; Enforcement; Validity. (i) The Company Subscriber has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company Subscriber and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to this Agreement, have been duly authorized by the Required Board Approvals Subscriber’s board of directors and no further consent or authorization is required by the CompanySubscriber, the Board its board of Directors directors or its stockholdersshareholders, (iii) this Agreement has been, and each of the other Transaction Documents has been Document shall be on the Effective Date, duly executed and delivered by the Company Subscriber and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company Subscriber, shall constitute, the valid and binding obligations of the Company Subscriber enforceable against the Company Subscriber in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. No other approvals or consents of the Subscriber’s board of directors, (B) as limited by Laws relating any authorized committee thereof, and/or shareholders is necessary under applicable laws and the Subscriber’s Articles of Incorporation and/or Bylaws to authorize the availability execution and delivery of specific performance, injunctive relief this Agreement or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Lawany of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement (Rvue Holdings, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which it is a party, Documents") and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this Agreement, Common Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrant have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Smart Video Technologies Inc), Securities Purchase Agreement (Flagship Global Health, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of Agreement, the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents Guaranty to which it is a party and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement to which the Company is a party (such documents, and together with the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions, the Subordination Agreement (as defined in Section 7(l) below), and each of the other agreements to be entered into in connection with the transactions contemplated by this Agreement, collectively, the “Transaction Documents”). The execution and delivery of the Transaction Documents to which the Company is a party and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to this Agreement, thereby have been duly authorized by the Required Company’s Board Approvals of Directors and no further consent filing, consent, or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has to which the Company is a party have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Notes Securities Purchase Agreement (Global Employment Holdings, Inc.), Notes Securities Purchase Agreement (Global Employment Holdings, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Debentures, the Registration Rights Agreements, the Pledge and Security Agreements (each as defined in Section 6(a) hereof) and each of the other Transaction Documents to which it is a partyagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementDebentures and the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Debentures, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each of the other Transaction Documents has been Document shall be at its respective Closing, duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other Transaction Document upon shall constitute as of its execution and delivery on behalf of the Company shall constituterespective Closing, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (A D a M Software Inc), Securities Purchase Agreement (A D a M Software Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Securities pursuant to this AgreementConvertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures), have been duly authorized by the Required Board Approvals Company’s board of directors and no further filing, consent or authorization is required by the Company, the Board its board of Directors directors or its stockholdersshareholders or other governmental body. This Agreement has been, (iii) this Agreement and each of the other Transaction Documents has been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitutes the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Convertible Debentures, and the Irrevocable Transfer Agent Instructions.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Dragon Victory International LTD), Securities Purchase Agreement (Dragon Victory International LTD)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by each of the other Transaction Documents to which it is a party, party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance sale and delivery of the Securities pursuant Shares) have been, or will be prior to this Agreementthe Closing, have been duly authorized by all necessary corporate action on the Required Board Approvals part of the Company, and no further consent or authorization corporate action is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each stockholders in connection therewith other than in connection with the Required Approvals. Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution and delivery on behalf of or when delivered in accordance with the Company shall constituteterms hereof, will, constitute the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, generally the enforcement of of, creditors’ rights and remedies, (B) as limited remedies or by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) principles of general application or insofar as indemnification and contribution provisions may be limited by applicable LawLegal Requirements. Except for the Investor Agreements, there are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party.
Appears in 2 contracts
Sources: Subscription Agreement (Opexa Therapeutics, Inc.), Subscription Agreement (Signal Genetics, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other Transaction Documents to which it is a partyagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), the Convertible Notes, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party and the Convertible Notes by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementConvertible Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Perfumania Inc), Securities Purchase Agreement (Perfumania Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other Transaction Documents to which it is a partyagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS") and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementNotes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of the Company shall constitute, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Xcel Energy Inc), Securities Purchase Agreement (Xcel Energy Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Transfer Agent Instructions (as defined in Section 5), the Warrant and each of the other Transaction Documents to which it is a partyagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementCommon Shares and Warrant and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Visual Data Corp), Securities Purchase Agreement (Visual Data Corp)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and subject to receipt of the Requisite Stockholder Approval, to issue the Securities Shares and Warrants in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities Shares and Warrants pursuant to this Agreement, have been duly authorized by the Required Board Approvals and no further consent or authorization is required by the Company, the Board of Directors or its stockholdersstockholders other than the Requisite Stockholder Approval, (iii) this Agreement has been and each of the other Transaction Documents has been shall be on the Closing Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (Ai) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies, (Bii) as limited by Laws laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (Ciii) insofar as indemnification and contribution provisions may be limited by applicable Lawlaw.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Outlook Therapeutics, Inc.), Securities Purchase Agreement (Outlook Therapeutics, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Additional Investment Rights and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this Agreement, Common Shares and the Additional Investment Rights and the reservation for issuance and the issuance of the Additional Investment Right Shares issuable upon exercise thereof have been duly authorized by the Required Company’s Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Ediets Com Inc), Securities Purchase Agreement (Tejon Ranch Co)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties on the Closing Date and attached hereto as exhibits to this Agreement (collectively, the "Transaction Documents Documents"), and, subject to which it is a partystockholder approval of the Reverse Split, and to issue the Acquired Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the reservation for issuance and the issuance of the Securities pursuant to Purchased Shares issuable under this AgreementAgreement and the shares of Common Stock issuable upon exercise of the Ancillary Warrant, have been duly authorized by the Required Board Approvals and no further consent or authorization is required by the Company, the 's Board of Directors or its stockholders, subject to and effective upon stockholder approval of the Reverse Split (iii) this Agreement has been, and each of the other Transaction Documents has been Document shall be on the Closing Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Market Central Inc), Stock Purchase Agreement (Goldstein William A)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Warrants and each of the other Transaction Documents agreements entered into by the parties on the Closing Date and attached hereto as exhibits to which it is a partythis Agreement, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to Commitment Shares and the reservation for issuance and the issuance of the Fee Shares issuable under this Agreement, have been duly authorized by the Required Company’s Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each of the other Transaction Documents has been Document shall be on the Closing Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Kma Global Solutions International Inc), Securities Purchase Agreement (Kma Global Solutions International Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the New Investor Rights Agreement, the Security Agreement, the Stock Pledge Agreement, the Debenture, and the Warrants, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, and the issuance of the Securities pursuant to this AgreementDebenture and the Warrants, have been duly authorized by the Required Board Approvals board of directors of the Company (the “Board”), and no further consent or authorization is required by the Company, the Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (Ai) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (Bii) as limited by Laws relating any rights to the availability of specific performance, injunctive relief indemnity or other equitable remedies and (C) insofar as indemnification and contribution provisions hereunder may be limited by applicable Lawfederal and state securities laws and public policy consideration, or (iii) as may be subject to the provisions of Section 7.15(a) hereof.
Appears in 2 contracts
Sources: Securities Purchase and Exchange Agreement (Medical Solutions Management Inc.), Securities Purchase and Exchange Agreement (Medical Solutions Management Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Buyer Lock-Up Agreement, the Executive Lock-Up Agreements (as defined in Section 7(a)(iv)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this Agreement, Initial Purchased Common Shares have been duly authorized by the Required Company’s Board Approvals of Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any United States state securities agencies) no further filing, consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this shareholders. This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Sources: Securities Purchase Agreement (eHi Car Services LTD)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Notes and each of the other Transaction Documents to which it is a partyagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementNotes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each of the other . The Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company shall constitute, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Sources: Securities Purchase Agreement (MRV Communications Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Escrow Agreement and each of the other Security Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementNotes and the reservation for issuance and the issuance of the Underlying Shares issuable upon conversion of the Notes, have been duly authorized by the Required Board Approvals Company’s board of directors and no further consent or authorization is required by the requisite percentage of the Company, ’s stockholders in accordance with the Board Company’s Certificate of Directors or its stockholders, Incorporation (iii) this as defined in Section 3(k)). This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Sources: Securities Purchase Agreement (Power Medical Interventions, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Securities pursuant to this Agreement, Purchase Shares and the issuance of the Warrants and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Purchase Shares and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by the Required Board Approvals Company’s board of directors and (ii) no further filing, consent or authorization is required by the Company, the Board its board of Directors directors or its stockholdersstockholders or other governing body of the Company (other than the filing of one or more Registration Statements and a Form D with the SEC and any other filings as may be required by any state securities agencies). This Agreement has been, (iii) this Agreement and each of the other Transaction Documents has been will be prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitutes the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementPurchased Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the Required Company’s Board Approvals of Directors (the “Board”) and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further consent filing, consent, or authorization is required by the Company, the Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a partyDocuments, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to Warrant and the Warrant Shares (as defined below in Section 5(f)) and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Required Company’s Board Approvals of Directors (the “Signing Resolutions”); the Signing Resolutions are valid, in full force and effect, have been made available or furnished to Investor, and have not been modified or supplemented in any respect; and except as set forth in this Agreement, and no further consent or authorization is required by the Company, the its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each of the other Transaction Documents has been Document shall be on the Secondary Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Sources: Purchase Agreement (Logiq, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares, the reservation for issuance and issuance of Warrant Shares, and the granting of a security interest in the Collateral (as defined in the Security Agreement, ) have been duly authorized by the Required Company's Board Approvals of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, (ii) the filing of a Form D under Regulation D of the 1933 Act and (iii) applicable state blue sky laws) no further filing, consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Sources: Securities Purchase Agreement (Pure Vanilla Exchange Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by each of the other Transaction Documents to which it is a party, party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance sale and delivery of the Securities pursuant Shares) have been, or will be prior to this Agreementthe Closing, have been duly authorized by all necessary corporate action on the Required Board Approvals part of the Company, and no further consent or authorization corporate action is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each stockholders in connection therewith other than in connection with the Required Approvals. Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution and delivery on behalf of or when delivered in accordance with the Company shall constituteterms hereof, will, constitute the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, generally the enforcement of of, creditors’ rights and remedies, (B) as limited remedies or by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) principles of general application or insofar as indemnification and contribution provisions may be limited by applicable LawLegal Requirements. There are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party.
Appears in 1 contract
Sources: Subscription Agreement (Innovate Biopharmaceuticals, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the New Series Notes and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementNew Series Notes and the Additional Common Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the New Series Notes have been duly authorized by the Required Company’s Board Approvals and of Directors and, except for the Stockholder Approval (as defined in Section 3(q) below), no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Sources: Exchange Agreement (Metalico Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5 of this Agreement) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation, the issuance and repayment of the Securities pursuant to this AgreementNotes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, the issuance of the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by of the Company, the 's Board of Directors or its stockholders, (iii) this Agreement and each of the other shareholders. The Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Company. The Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the A & R Stockholders’ Agreement, the Joinder, and the joinder to the A&R Stockholders’ Agreement with respect to any Buyer that is not an Initial Buyer and each of the other agreements to be entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementUnits and the Shares and the reservation for issuance and the issuance of the Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants, have in each case in accordance with the terms thereof, has been duly authorized by the Required Company’s Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has Documents, as applicable, have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Stockholders’ Agreement, the Certificate of Designation, the Registration Rights Agreement and each of the other agreements to be entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this Agreement, Units and the Shares and the reservation for issuance and the issuance of the Series A Preferred Stock issuable upon exercise of the Warrants have been duly authorized by the Required Company’s Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Indenture, the Notes, the Registration Rights Agreement and each of the other Transaction Documents to which it is a partyagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS") and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementNotes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, have been duly authorized by the Required Company's Board Approvals of Directors and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid valid, and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Sources: Securities Purchase Agreement (Smith & Wesson Holding Corp)
Authorization; Enforcement; Validity. (i) The Company Issuer has the requisite requisit corporate power and authority to enter into and perform its obligations under this Agreement, the Warrant, letters constituting irrevocable direction to the Transfer Agent to issue up to One Million Shares of the Issuer's Common Stock in the name of the Buyer (the "Transfer Agent Letters"), the Escrow Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company Issuer and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementCommon Stock and the 4 of 12 Warrant and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, have been duly authorized by the Required Issuer's Board Approvals of Directors and no further consent or authorization is required by the CompanyIssuer, the its Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company Issuer, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations obligation of the Company Issuer, enforceable against the Company Issuer in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Sources: Securities Purchase Agreement (Netmaximizer Com Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Securities pursuant to this AgreementConvertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures), have been duly authorized by the Required Board Approvals Company’s board of directors and subject to Section 2(k)-(l), no further filing, consent or authorization is required by the Company, the Board its board of Directors directors or its stockholdersshareholders or other governmental body. This Agreement has been, (iii) this Agreement and each of the other Transaction Documents has been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitutes the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement and the Convertible Debentures, as may be amended from time to time.
Appears in 1 contract
Sources: Securities Purchase Agreement (Therapix Biosciences Ltd.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementNotes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Required Company’s Board Approvals and of Directors, no further consent filing, consent, or authorization is required by the Company, the ’s Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities Common Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementCommon Shares, have been duly authorized by the Required Board Approvals Company’s board of directors and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies or by the Principle Market (as defined below)) no further consent filing, consent, or authorization is required by the Company, the Board its board of Directors directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cano Petroleum, Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under each of this Agreement and each of the other Registration Rights Agreement in connection with the transactions contemplated hereby and thereby (collectively, the “Transaction Documents to which it is a partyDocuments”), and to issue and deliver the Securities in accordance with the terms hereof and thereof, (ii) of the other Transaction Documents. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to this AgreementSecurities, have been duly authorized by the Required Board Approvals of Directors of the Company (the “Company Board”) and no further consent or authorization is required by the Company, the Board of Directors Company or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has dated of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity. As of the Closing, the Transaction Documents dated after the date of this Agreement and on or prior to the date of the Closing shall have been duly executed and delivered by the Company and (iv) this Agreement constitutesshall constitute the legal, and each other Transaction Document upon its execution and delivery on behalf of the Company shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation fraudulent conveyance or similar Laws relating to, or laws affecting generally, the enforcement of creditors’ rights generally and remedies, (B) as limited by Laws relating to the availability general principles of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Lawequity.
Appears in 1 contract
Sources: Securities Purchase Agreement (Applied Therapeutics Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Additional Investment Rights and each of the other Transaction Documents to which it is a partyagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS") and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementCommon Shares and the Additional Investment Rights and the reservation for issuance and the issuance of the Additional Investment Right Shares issuable upon exercise thereof, have been duly authorized by the Required Board Approvals Company's board of directors and no further consent or authorization is required by the Company, the Board its board of Directors directors or its stockholders, (iii) this shareholders. This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company Company, and, assuming due and (iv) this Agreement constituteseffective authorization, and each other Transaction Document upon its execution and delivery on behalf of by the Company shall constituteBuyers, constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Sources: Securities Purchase Agreement (Dusa Pharmaceuticals Inc)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by each of the other Transaction Documents to which it is a party, party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance sale and delivery of the Securities pursuant Shares) have been, or will be prior to this Agreementthe Closing, have been duly authorized by all necessary corporate action on the Required Board Approvals part of the Company, and no further consent or authorization corporate action is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each stockholders in connection therewith other than in connection with the Required Approvals. Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution and delivery on behalf of or when delivered in accordance with the Company shall constituteterms hereof, will, constitute the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, generally the enforcement of of, creditors’ rights and remedies, (B) as limited remedies or by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) principles of general application or insofar as indemnification and contribution provisions may be limited by applicable Lawlaw. Except as set forth on Schedule 3.1(c) of the Disclosure Schedules, there are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and the Warrants and each of the other Transaction Documents to which it is a partyagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementCommon Stock and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other License Agreement (the “Transaction Documents to which it is a partyDocuments”), and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, and the reservation for issuance and the issuance of the Securities pursuant to Shares issuable under this Agreement, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement has been, and each of the other Transaction Documents has been Document shall be on the Effective Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. Except as set forth in this Agreement, (B) as no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited by Laws relating to to, the availability issuance of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Lawthe Shares.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the Ancillary Documents. The execution and delivery of this Agreement Agreement, and each of the other Transaction Documents to which it is a party Ancillary Documents, by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance and sale of the Securities pursuant to this AgreementPreference Shares (and the Ordinary Shares into which such Preference Shares may be converted) by the Company, have has been duly authorized and approved by all necessary corporate action on the Required Board Approvals part of the Company and no further consent or authorization is required by of the Company, as the Board of Directors or its stockholderscase may be, (iii) this is required. This Agreement has been, and each of the other Transaction Ancillary Documents has been will be at or prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutes, or shall constitute when executed and each other Transaction Document upon its execution and delivery on behalf of the Company shall constitutedelivered, the legal, valid and binding obligations of the Company Company, enforceable against the Company it in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) and except as limited by Laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions under the Shareholders Agreement may be limited by under applicable Lawlaw.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other Transaction Documents to which it is a partyagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Securities pursuant to this Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each of the other Transaction Documents has been Document shall be at the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf shall constitute as of the Company shall constituteClosing, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Subject to approval by the Company’s Board of Directors with respect to the issuance of the Warrants, the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Registration Rights Agreement, the Notes, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementNotes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Note and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Required Company’s Board Approvals and of Directors and, except for the Stockholder Approval (as defined in Section 4(r) below), no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designation of Rights, Priviliges, Preferences and Restrictions (the "Certificate of Designation") and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementPreferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof, respectively, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, ; (iii) this Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and Company; (iv) this Agreement constitutes, and each other the Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, ; and (Bv) as limited by Laws relating prior to the availability Closing Date, the Certificate of specific performanceDesignation, injunctive relief or other equitable remedies a comparable document as required by the laws of the State of Hawaii, has been filed with the Department of Commerce and (C) insofar as indemnification Consumer Affairs of the State of Hawaii and contribution provisions may will be limited by applicable Lawin full force and effect, enforceable against the Company in accordance with its terms.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which it is a partyDocuments"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Securities pursuant to this AgreementShares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, have been duly authorized by the Required Company's Board Approvals of Directors and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Sources: Securities Purchase Agreement (Generex Biotechnology Corp)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities Notes in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Securities pursuant to this AgreementNotes), have been duly authorized by the Required Board Approvals Company’s board of directors and no further filing, consent or authorization is required by the Company, the Board its board of Directors directors or its stockholdersstockholders or other governmental body. This Agreement has been, (iii) this Agreement and each of the other Transaction Documents has been to which the Company is a party will be, prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitutes the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar except as rights to indemnification and to contribution provisions may be limited by applicable Lawfederal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the SEPA, the Guaranty Agreement (if applicable), and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.
Appears in 1 contract
Sources: Purchase Agreement (N2OFF, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other Transaction Documents to which it is a partyagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS") and to issue the Securities Common Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementCommon Shares, have been duly authorized by the Required Board Approvals Company's board of directors (the "BOARD OF DIRECTORS") and no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this Agreement, Common Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Required Company’s Board Approvals of Directors and no further filing, consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract
Sources: Securities Purchase Agreement (Medicine Man Technologies, Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which it is a party, Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Securities pursuant to this AgreementPreferred Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, have been duly authorized by the Required Board Approvals Company’s board of directors and no further consent filing, consent, or authorization is required by the Company, the Board its board of Directors directors or its stockholders, (iii) this . This Agreement and each of the other Transaction Documents has of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution and delivery on behalf of constitute the Company shall constitutelegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Nevada and is in full force and effect, (B) as limited by Laws relating to enforceable against the availability of specific performance, injunctive relief or other equitable remedies Company in accordance with its terms and (C) insofar as indemnification and contribution provisions may be limited by applicable Lawhas not have been amended.
Appears in 1 contract
Sources: Convertible Redeemable Preferred Stock Purchase Agreement (Cyber Supply Inc.)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Escrow Agreement, the Registration Rights Agreement and each of the other Transaction Documents to which it is a partyagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebyhereby, including without limitation, limitation the issuance of the Securities pursuant to this Agreement, Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Required Company's Board Approvals and of Directors and, except for the approval of the stockholders of the Company as contemplated by SECTION 6.12, no further consent or authorization is required by the Company, the its Board of Directors or its stockholders, (iii) this Agreement and each of the other . The Transaction Documents has have been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Company. The Transaction Document upon its execution and delivery on behalf of the Company shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable Law.
Appears in 1 contract