name / content / group

content: 11623

name: Authorization

Authorization. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein, and for the authorization, issuance and delivery of the Shares and of the Common Stock issuable upon conversion thereof has been taken or will be taken prior to the Closing. This Agreement is a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' rights generally. The execution, delivery and performance by the Company of this Agreement and compliance therewith and the issuance and
AUTHORIZATION. All corporate action on the part of the Company, its directors and shareholders (if any) necessary for the authorization, execution, delivery and performance of this Agreement by the Company, the authorization, sale, issuance and delivery of the Shares (and the Common Stock issuable upon conversion of the Shares) and the performance of all of the Company's obligations under this Agreement has been taken or will be taken prior to the Closing. This Agreement, when executed and delivered by the Company, shall constitute a valid and binding obligation of the Company enforceable in accordance with its terms. The Shares, when issued in compliance with the provisions of this Agreement, will be validly issued and will be fully paid and nonassessable and will have the rights, preferences and privileges described in the Restated Articles. The shares of Common Stock issuable upon conversion of the Shares have been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Restated Articles will be validly issued, fully paid and nonassessable, and the Shares and such Common Stock will be free of any liens or encumbrances other than those created by or imposed upon the holders thereof through no action of the Company; provided, however, that the Shares (and the Common Stock issuable upon conversion thereof) may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein. The Shares are not subject to any preemptive rights or rights of first refusal, except as set forth in the Rights Agreement in the form attached hereto as EXHIBIT C (the "RIGHTS AGREEMENT").
AUTHORIZATION. All corporate action on the part of the Company, its directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement and the Rights Agreement by the Company, the authorization, sale, issuance and delivery of the Shares and the Common Stock issuable upon conversion of the Series A Preferred and the performance of all of the Company's obligations hereunder and thereunder has been taken or will be taken prior to the Closing. Each of this Agreement, the Shareholders Agreement and the Rights Agreement, when each is executed and delivered by the Company, shall constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except as the indemnification provisions of Section 5.7 of the Rights Agreement may be limited by principles of public policy, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, and will have the rights, preferences, privileges and restrictions described in the Certificate. The Common Stock issuable upon conversion of the Series A Preferred has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Certificate will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares, in accordance with this Agreement, and the Common Stock issuable upon conversion of the Series A Preferred Shares, as applicable, is not subject to any preemptive or other similar rights or any liens or encumbrances; provided, however, that the Shares and the Common Stock issuable upon conversion of the Series A Preferred, as applicable, may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or in the Rights Agreement.
AUTHORIZATION. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of the Shares (and the Common Stock issuable upon conversion of the Shares) and the performance of the Company's obligations under the Agreements has been taken or will be taken prior to the First Closing. The Agreements, when executed and delivered by the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, general equity principles and limitations upon rights to indemnity. This Agreement has been duly executed and delivered by the Company. The Shares, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and will be free and clear of all liens, encumbrances or restrictions imposed by or through the Company. The Common Stock issuable upon conversion of the Shares has been duly and validly reserved and, when issued in compliance with the provisions of the Restated Certificate, will be duly and validly issued, fully paid and nonassessable and will be free and clear of all liens, encumbrances or restrictions imposed by or through the Company. The issuance of the Shares (and the Common Stock issuable upon conversion of the Shares) is not subject to any preemptive rights, rights of first refusal or similar rights that have not been waived; provided, however, that the Shares (and the Common Stock issuable upon conversion of the Shares) are subject to a right of first refusal as set forth in Section 45 of the Company's Bylaws, and may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein.
AUTHORIZATION. All corporate action on the part the Company, its directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement and the Investor Rights Agreement by the Company, the authorization, sale, issuance and delivery of the Securities, and the performance of the Company's obligations hereunder and thereunder has been taken. The Securities, when issued in compliance with the provisions of this Agreement, the Warrants and the Certificate (as defined below), will be validly issued, fully paid and nonassessable, and free of any liens or encumbrances created by the Company, except for restrictions created by this Agreement, the Investor Rights Agreement and the Warrants, and will be issued in compliance with all applicable federal and state securities laws. The issuance of the Securities, when issued pursuant to this Agreement, the Warrants and the Certificate, are not subject to any preemptive rights or rights of first refusal that have not been satisfied or waived, other than rights created by this Agreement and the Investor Rights Agreement.
Authorization. All action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance by the Company of this Agreement, and the other Financing Documents and for the consummation of the transactions contemplated herein and therein, and for the authorization, issuance and delivery of the Shares and of the Conversion Shares has been taken or will be taken prior to Closing. This Agreement and the other Financing Documents are each a valid and binding obligation of the Company, enforceable in accordance with their respective terms. The execution and delivery by the Company of this Agreement and the other Financing Documents and compliance herewith and therewith, and the issuance and sale of the Shares and Conversion Shares will not with or without notice or the passage of time or both result in any violation of and will not conflict with, or result in a breach of any of the terms of, or constitute a default under any provision of, any state or federal law to which the Company is subject, the Amended Certificate or the Company's Bylaws, as amended, or any mortgage, indenture, agreement, instrument, judgment, decree, order, rule or regulation or other restriction to which the Company is a party or by which it or any of its property is bound, or may be affected, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such term or give to any other person or entity the right to accelerate the time for performance of any obligation of the Company. No shareholder has any preemptive rights or rights of first refusal by reason of or in connection with the issuance of the Shares or the Conversion Shares. The Conversion Shares have been duly and validly reserved by action of the Board of Directors (and are in addition to any other shares reserved for any other purpose) and are not subject to any preemptive rights or rights of first refusal, and, upon such issuance, will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances.
Authorization. All corporate action on the part of the Corporation, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement by the Corporation and the performance of all of the Corporation's obligations hereunder has been taken. This Agreement, when executed and delivered by the Corporation, shall constitute a valid and binding obligation of the Corporation, enforceable in accordance with its terms, except as may be limited by principles of public policy, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Corporation is, and at all times during the offer and sale of the Shares, will be a "reporting issuer" as that term is defined under Regulation S.
AUTHORIZATION. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance of the Transaction Documents by the Company, the authorization, sale, issuance and delivery of the Shares (and the Common Stock issuable upon conversion of the Shares) and the performance of all of the Company's obligations hereunder and thereunder have been taken or will be taken prior to the Closing. Each of
AUTHORIZATION. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance by the Company of this Agreement has been taken or will be taken prior to the date the purchase and sale of Common Stock contemplated by this Agreement is consummated (the "Closing").
Authorization. All corporate action on the part of the Corporation, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement by the Corporation, the authorization, sale, issuance, and delivery of the Debenture, the capital stock issuable upon conversion of the Debenture (the "Conversion Shares") and the performance of all of the Corporation's obligations hereunder has been taken or will be taken prior to the Closing. This Agreement, and when executed and delivered by the Corporation, the Debenture, shall continue valid and binding obligations of the Corporation, enforceable in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The Conversion Shares have been duly and validly reserved and, when issued in compliance with the provisions of the Debenture, will be validly issued, fully paid and nonassessable; and the Debenture and the Conversion Shares will be free of any liens or encumbrance; provided, however, that the Debenture and the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws.
AUTHORIZATION. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of the Shares (and the Common Stock issuable upon conversion of the Shares) and the performance of the Company's obligations under the Agreements has been taken or will be taken prior to the Closing. The Agreements, when executed and delivered by the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, general equity principles and limitations upon rights to indemnity. This Agreement has been duly executed and delivered by the Company. The Shares, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and will be free and clear of all liens, encumbrances or restrictions imposed by or through the Company. The Common Stock issuable upon conversion of the Shares has been duly and validly reserved and, when issued in compliance with the provisions of the Restated Certificate, will be duly and validly issued, fully paid and nonassessable and will be free and clear of all liens, encumbrances or restrictions imposed by or through the Company. The issuance
Authorization. All corporate action on the part of the Company, its directors and its shareholders necessary for the authorization, execution, delivery and performance by the Company of this Agreement, the Investor Rights Agreement, and
Authorization. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance by the Company of this Agreement and the Related Documents, and the consummation of the transactions contemplated hereby and thereby, and for the authorization, issuance and delivery of the Preferred Shares, has been taken. This Agreement and the Related Documents are legal, valid and binding obligations of the
Authorization. All action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein, and for the authorization, execution and delivery of the Purchased Securities, have been taken (except that the Company has not reserved for issuance shares of Common Stock to be issued (x) upon the exercise of the Class I Warrants, the Class II Warrants or the 90,000 additional shares of Common Stock that the Class III Warrants are being amended and restated to grant to the Investor, or (y) upon the conversion of the Debenture at a conversion price of less than $1.50 per share (although the Company has duly reserved 508,805 shares of its Common Stock for issuance upon the full conversion of the Debenture at its original conversion price of $1.50 per share) nor does the Company currently have authorized and unreserved a sufficient number of shares of Common Stock to allow for the conversion and exercise of the Purchased Securities not already reserved for as provided above). This Agreement, including the exhibits hereto, is a valid and binding obligation of the Company, enforceable in accordance with its terms against the Company.
Authorization. All corporate action on the part of the Company and its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company, the authorization, issuance and delivery of the Securities, and the performance of the Company's obligations hereunder have been taken. This Agreement, when executed and delivered by the Company and the Purchasers shall constitute a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors.
Authorization. All corporate actions on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein, and for the authorization, issuance and delivery of the Shares and of the Common Stock issuable upon conversion thereof has been taken or will be taken prior to the Closing. This Agreement is a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' rights generally. The execution, delivery and performance by the Company of this Agreement and compliance therewith and the issuance and sale of the Shares and Common Stock issuable upon conversion of the Shares will not result in any violation of and will not conflict with, or result in a breach of any of the terms of, or constitute a default under, any provision of state or federal law to which the Company is subject, the Company's Certificate of Incorporation, as amended, or Bylaws, as amended, or any mortgage, indenture, agreement, instrument, judgment, decree, order, rule or regulation or other restriction to which the Company is a party or by which it is bound, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any thereof. No shareholder has any preemptive rights or rights of first refusal with respect to issuance of the Shares, except holders of Class A Preferred Stock to the extent of rights granted to such holders pursuant to the provisions of the Class A Preferred Purchase Agreements. The Shares, when issued in compliance with the provisions of this Agreement and the Other Agreements, will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances. The shares of Common Stock issuable upon conversion of the Shares have been duly and validly reserved and are not subject to any preemptive rights or rights of first refusal and, upon issuance, will be validly issued, fully paid and nonassessable.
AUTHORIZATION. All corporate action on the part of the Company, its directors and its shareholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company's obligations hereunder, including the issuance and delivery of the Warrants has been taken or will be taken prior to the Closing. This Agreement and the Warrants, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as rights to indemnity may be limited by applicable laws and except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors' rights and subject to general equity principles and to limitations on availability of equitable relief, including specific performance. The Common Stock issuable upon exercise of the Warrants has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, the Warrants and the Amended and Restated Certificate of Incorporation of the Company (as the same may hereinafter be amended, the "Certificate of Incorporation"), will be validly issued, fully paid and nonassessable and free of any liens or encumbrances.
Authorization. All corporate action on the part of the Company, its directors and shareholders necessary for (a) the authorization, execution, delivery and performance of this Agreement by the Company, and (b) the authorization, sale, issuance and delivery of the Shares will have been taken prior to the Closing. This Agreement, when executed and delivered by the Company, shall constitute a valid and binding obligation of the Company enforceable in accordance with its terms.
Authorization. ALL corporate actions and proceedings on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance by the Company of this Agreement and the Certificate, and otherwise for the authorization, issuance and delivery of the Shares and the Common Stock issuable upon conversion thereof have been lawfully and validly conducted. This Agreement and the Certificate are valid and binding obligations of the Company, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws and equitable princples relating to or affecting the enforcement of creditors' rights in general and by general principles of equity, and except that enforcement of the indemnity provisions of Section 8.8 of this Agreement may be limited by Federal or state securities laws or public policy underlying such laws. The execution, delivery and performance by the Company of this Agreement, and the compliance by the Company with the Certificate, will not result in any violation of, conflict with, or result in a breach of any of the terms of, or constitute a default under, any provision of Federal or state law to which the Company is subject, the Company's Articles of Incorporation or Bylaws, or any mortgage, indenture, agreement, instrument, judgment, decree, order, rule, regulation or other restriction to which the Company is a party or by which it or any of its assets are bound, or result in the creation of any Lien upon any of the assets of the Company, which violation, conflict, breach, default or Lien could have a material adverse effect on the condition, financial or otherwise, or operation of