Corporate and Other Action Clause Samples

Corporate and Other Action. The Company has all requisite power and authority (corporate and other), and has taken all necessary corporate action, to authorize, execute, deliver and perform this Stock Option Agreement (the “Option Agreement”), to execute, issue, sell and deliver the Option and a certificate or certificates evidencing the Option, to authorize and reserve for issue and, upon payment from time to time of the Purchase Price, to issue, sell and deliver, the shares of the Common Stock issuable upon exercise of the Option (“Shares”), and to perform all of its obligations under this Option Agreement and the Option. The Shares, when issued in accordance with this Option Agreement, will be duly authorized and validly issued and outstanding, fully paid and nonassessable and free of all liens, claims, encumbrances and preemptive rights. This Option Agreement and, when issued, each Option issued pursuant hereto, has been or will be duly executed and delivered by the Company and is or will be a legal, valid and binding agreement of the Company, enforceable in accordance with its terms. No authorization, approval, consent or other order of any governmental entity, regulatory authority or other third party is required for such authorization, execution, delivery, performance, issue or sale.

Corporate and Other Action. The Company has all requisite power and authority (corporate and other), and has taken all necessary corporate action, to authorize, execute, deliver and perform this Option Agreement, to execute, issue, sell and deliver the Option and a certificate or certificates evidencing the Option, to authorize and reserve for issue and, upon payment from time to time of the Purchase Price, to issue, sell and deliver, the shares of the Common Stock issuable upon exercise of the Option (“Shares”), and to perform all of its obligations under this Option Agreement and the Option. The Shares, when issued in accordance with this Option Agreement, will be duly authorized and validly issued and outstanding, fully paid and nonassessable and free of all liens, claims, encumbrances and preemptive rights. This Option Agreement and, when issued, each Option issued pursuant hereto, has been or will be duly executed and delivered by the Company and is or will be a legal, valid and binding agreement of the Company, enforceable in accordance with its terms. No authorization, approval, consent or other order of any governmental entity, regulatory authority or other third party is required for such authorization, execution, delivery, performance, issue or sale.

Corporate and Other Action. The Company has all requisite power and authority (corporate and other), and has taken all necessary corporate action, to authorize, execute, deliver and perform this Warrant Agreement; to execute, issue, sell and deliver the Warrants and a certificate or certificates evidencing the Warrants; to authorize and reserve for issuance and, upon payment from time to time of the Purchase Price, to issue, sell and deliver the shares of the Underlying Securities issuable upon exercise of the Warrants; and to perform all of its obligations under this Warrant Agreement and the Warrants. This Warrant Agreement has been duly executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms. No authorization, approval, consent or other order of any regulatory authority is required for such authorization, issue or sale.

Corporate and Other Action. The Parent and Company have all requisite corporate power and authority and has taken all necessary corporate action, to authorize, execute, deliver and perform all of its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Parent and Company, and is a legal, valid and binding agreement of the Parent and Company enforceable against the Parent and Company in accordance with its terms. No authorization, approval, consent or other order of any regulatory authority (including the rules and regulations of any trading market or quotation system applicable to the Parent or an of its subsidiaries) is required for such authorization, execution, delivery, performance, issue or sale. 2

Corporate and Other Action. The Company has all requisite power and authority (corporate and other), and has taken all necessary corporate action, to authorize, execute, deliver and perform this Warrant, to authorize and reserve for issuance and, upon payment from time to time of the Warrant Price, to issue, sell and deliver, the shares of the underlying Common Stock issuable upon exercise of this Warrant, and to perform all of its obligations under this Warrant. This Warrant has been duly executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms. No authorization, approval, consent or other order of any regulatory authority is required for such authorization, issue or sale.

Corporate and Other Action. The Company has all requisite power and authority (corporate and other), and has taken all necessary corporate action, to authorize, execute, deliver, and perform this Warrant Agreement; to execute, issue, sell, and deliver the Warrants and a certificate or certificates evidencing the Warrants; to authorize and reserve for issuance and, upon payment from time to time of the Purchase Price, to issue, sell, and deliver the shares of the Underlying Securities issuable upon exercise of the Warrants; and to perform all of its obligations under this Warrant Agreement and the Warrants. This Warrant Agreement has been duly executed and delivered by the Company and is a legal, valid, and binding agreement of the Company enforceable in accordance with its terms. No authorization, approval, consent, or other order of any regulatory authority is required for such authorization, issue, or sale.

Corporate and Other Action. ISONICS shall take all action, corporate or otherwise, which is necessary or reasonably appropriate to complete the Contemplated Transactions, including the execution and delivery of all documents and instruments that are necessary to effect the Contemplated Transactions and obtaining all consents of third parties.

Corporate and Other Action. The Company has all requisite power and -------------------------- authority and has taken all necessary corporate action, to authorize, execute, deliver and perform this Warrant Agreement, to execute, issue, sell and deliver the Warrants and Warrant certificates evidencing the Warrants, to authorize and reserve for issue and, upon payment from time to time of the Exercise Price, to issue, sell and deliver, the shares of the Common Stock issuable upon exercise of the Warrants ("Shares"), and to perform all of its obligations under this Warrant Agreement and the Warrants. This Warrant Agreement and, when issued, each Warrant issued pursuant hereto, has been or will be duly executed and delivered by the Company and is or will be a legal, valid and binding agreement of the Company, enforceable in accordance with its terms. No authorization, approval, consent or other order of any governmental entity, regulatory authority or other third party is required for such authorization, execution, delivery, performance, issue or sale.

Corporate and Other Action. The Company has all requisite power and -------------------------- authority, and has taken all necessary corporate action, to authorize, execute, deliver and perform this Warrant Agreement, to execute, issue, sell and deliver the Warrant and a certificate or certificates evidencing the Warrant, to authorize and reserve for issuance and, upon payment from time to time of the Purchase Price, to issue, sell and deliver, the shares of the Underlying Common Stock issuable upon exercise of the Warrant, and to perform all of its obligations under this Warrant Agreement and the Warrant. This Warrant Agreement has been duly executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and by general principles of equity. No authorization, approval, consent or other order of any governmental authority is required for such authorization, issue or sale except to the extent required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 and applicable federal and state securities laws.