Common use of Organization and Authorization Clause in Contracts

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 50 contracts

Sources: Purchase Agreement (Energy Vault Holdings, Inc.), Purchase Agreement (Signing Day Sports, Inc.), Purchase Agreement (Digiasia Corp.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute, deliver purchase and perform this Agreement, including all transactions contemplated herebyhold the Shares. The decision to invest and the execution and delivery of this Agreement by the such Investor, the performance by the such Investor of its obligations hereunder and the consummation by the such Investor of the transactions contemplated hereby have been duly authorized and require requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholdersInvestor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 25 contracts

Sources: Committed Equity Facility Agreement, Committed Equity Facility Agreement (Artec Global Media, Inc.), Committed Equity Facility Agreement (Growlife, Inc.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all the requisite corporate power and authority to execute, deliver enter into and perform its obligations under this Agreement, including all transactions contemplated herebyAgreement and to purchase or acquire Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 20 contracts

Sources: Standby Equity Purchase Agreement (Applied Digital Corp.), Standby Equity Purchase Agreement (Brand Engagement Network Inc.), Standby Equity Purchase Agreement (Trump Media & Technology Group Corp.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands Delaware and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 7 contracts

Sources: Purchase Agreement (Focus Impact BH3 NewCo, Inc.), Purchase Agreement (XCF Global Capital, Inc.), Purchase Agreement (Focus Impact BH3 Acquisition Co)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute, deliver purchase and perform this Agreement, including all transactions contemplated herebyhold the Note. The decision to invest and the execution and delivery of this Agreement by the such Investor, the performance by the such Investor of its obligations hereunder and the consummation by the such Investor of the transactions contemplated hereby have been duly authorized and require requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholdersInvestor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 7 contracts

Sources: Note Purchase Agreement (Omagine, Inc.), Note Purchase Agreement (Omagine, Inc.), Note Purchase Agreement (Notis Global, Inc.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to executepurchase, deliver hold and perform this Agreement, including all transactions contemplated herebysell the Note. The decision to invest and the execution and delivery of this Agreement by the such Investor, the performance by the such Investor of its obligations hereunder and the consummation by the such Investor of the transactions contemplated hereby have been duly authorized and require requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholdersInvestor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 6 contracts

Sources: Note Purchase Agreement (HealthLynked Corp), Note Purchase Agreement (KULR Technology Group, Inc.), Note Purchase Agreement (KULR Technology Group, Inc.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to executepurchase, deliver hold and perform this Agreement, including all transactions contemplated herebysell the Shares. The decision to invest and the execution and delivery of this Agreement by the such Investor, the performance by the such Investor of its obligations hereunder and the consummation by the such Investor of the transactions contemplated hereby have been duly authorized and require requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholdersInvestor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 6 contracts

Sources: Standby Equity Distribution Agreement (Bos Better Online Solutions LTD), Standby Equity Distribution Agreement (Bos Better Online Solutions LTD), Standby Equity Distribution Agreement (Bos Better Online Solutions LTD)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all the requisite corporate power and authority to execute, deliver enter into and perform its obligations under this Agreement, including all transactions contemplated herebyAgreement and to purchase or acquire Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on further consent or authorization by the part of the InvestorInvestor or its sole member. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 6 contracts

Sources: Standby Equity Purchase Agreement (ETAO International Co., Ltd.), Standby Equity Purchase Agreement (Energem Corp), Standby Equity Purchase Agreement (Energem Corp)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman British Virgin Islands and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 3 contracts

Sources: Purchase Agreement (Advanced Biomed Inc.), Purchase Agreement (SAGTEC GLOBAL LTD), Purchase Agreement (Advanced Biomed Inc.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute, deliver purchase and perform this Agreement, including all transactions contemplated herebyhold the Notes. The decision to invest and the execution and delivery of this Agreement by the such Investor, the performance by the such Investor of its obligations hereunder and the consummation by the such Investor of the transactions contemplated hereby have been duly authorized and require requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholdersInvestor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 2 contracts

Sources: Note Purchase Agreement (Micronet Enertec Technologies, Inc.), Note Purchase Agreement (Micronet Enertec Technologies, Inc.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the such Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 2 contracts

Sources: Standby Equity Distribution Agreement (China Recycling Energy Corp), Standby Equity Distribution Agreement (China Recycling Energy Corp)

Organization and Authorization. The Investor is duly organizedincorporated, validly existing and in good standing under the laws of the Cayman British Virgin Islands and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 2 contracts

Sources: Standby Equity Purchase Agreement (Taoping Inc.), Standby Equity Purchase Agreement (Taoping Inc.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all the requisite corporate power and authority to executeenter into, deliver and perform its obligations under this Agreement, including all transactions contemplated herebyAgreement and to purchase or acquire Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 2 contracts

Sources: Standby Equity Purchase Agreement (ZOOZ Power Ltd.), Standby Equity Purchase Agreement (ZOOZ Power Ltd.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all the requisite corporate power and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 2 contracts

Sources: Standby Equity Purchase Agreement (Scilex Holding Co), Standby Equity Purchase Agreement (Scilex Holding Company/De)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute, executed deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the such Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the InvestorInvestor or its shareholders. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholdersInvestor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 1 contract

Sources: Standby Equity Distribution Agreement (GlassesOff Inc.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands Delaware and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholdersequityholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 1 contract

Sources: Purchase Agreement (Ault Alliance, Inc.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the such Investor, the performance by the such Investor of its obligations hereunder and the consummation by the such Investor of the transactions contemplated hereby have been duly authorized and require requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholdersInvestor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 1 contract

Sources: Standby Equity Distribution Agreement (Freeseas Inc.)

Organization and Authorization. The Investor is duly incorporated or organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to executepurchase, deliver hold and perform this Agreement, including all transactions contemplated herebysell the Shares. The decision to invest and the execution and delivery of this Agreement by the such Investor, the performance by the such Investor of its obligations hereunder and the consummation by the such Investor of the transactions contemplated hereby have been duly authorized and require requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholdersInvestor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 1 contract

Sources: Standby Equity Distribution Agreement (RAIT Financial Trust)

Organization and Authorization. The Investor is duly incorporated or organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to executepurchase, deliver hold and perform this Agreement, including all transactions contemplated herebysell the Shares as provided herein. The Each of the decision to invest and the execution and delivery of this Agreement by the such Investor, the performance by the such Investor of its obligations hereunder and the consummation by the such Investor of the transactions contemplated hereby have has been duly authorized by all necessary partnership action by the Investor and require requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholdersInvestor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 1 contract

Sources: Standby Equity Distribution Agreement (Banctrust Financial Group Inc)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, including all transactions contemplated herebyAgreement and to purchase or acquire Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 1 contract

Sources: Standby Equity Purchase Agreement (SciSparc Ltd.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands state of Delaware and has all the requisite corporate power and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 1 contract

Sources: Standby Equity Purchase Agreement (Scilex Holding Co)

Organization and Authorization. The Investor is duly organized, organized and validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the such Investor, the performance by the such Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require requires no other proceedings or actions on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholdersInvestor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 1 contract

Sources: Standby Equity Distribution Agreement (Oceanfreight Inc.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all the requisite corporate power and authority to execute, deliver enter into and perform its obligations under this Agreement, including all transactions contemplated herebyAgreement and to purchase or acquire the Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 1 contract

Sources: Prepaid Advance Agreement (Rein Therapeutics, Inc.)

Organization and Authorization. The Investor is duly organized, organized and validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to executepurchase, deliver hold and perform this Agreement, including all transactions contemplated herebysell the Shares. The decision to invest and the execution and delivery of this Agreement by the such Investor, the performance by the such Investor of its obligations hereunder and the consummation by the such Investor of the transactions contemplated hereby have been duly authorized and require requires no other proceedings or actions on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholdersInvestor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 1 contract

Sources: Standby Equity Purchase Agreement (Cedar Shopping Centers Inc)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Delaware and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 1 contract

Sources: Purchase Agreement (BitNile Metaverse, Inc.)

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all the requisite corporate power and authority to execute, deliver enter into and perform its obligations under this Agreement, including all transactions contemplated herebyAgreement and to subscribe for or acquire Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 1 contract

Sources: Standby Equity Subscription Agreement (VinFast Auto Ltd.)