name / content / group

content: 226449

name: Authorization

Authorization. All corporate action on the part of the Company and its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of all obligations of the Company under this Agreement and for the authorization, issuance and delivery of the Stock being sold under this Agreement and of the Common Stock issuable upon conversion or the Stock (the "Underlying Common Stock") has been taken prior to the Closing or will be taken no later than thirty (30) days thereafter. This Agreement, when executed and delivered, shall constitute a valid and legally binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights of indemnity, subject to Federal and state securities laws.
AUTHORIZATION. All corporate action on the part of the Company, its officers, 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 Preferred (and the Common Stock issuable upon conversion of the Preferred) 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. The Preferred, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements and under applicable federal and state securities laws. The Common Stock issuable upon conversion of the Preferred has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements, the right of first refusal provided in the Company's Bylaws, and applicable federal and state securities laws. The Preferred is not subject to any preemptive rights or rights of first refusal.
Authorization. All corporate action on the part of NemaPharm, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of all obligations under this Agreement, has been taken, except for approval hereof by the shareholders pursuant to the MBCL, which approval will have been obtained by the Closing Date.
Authorization. All corporate action on the part of the Company and its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of all obligations of the Company under this Agreement and for the authorization, issuance, and delivery of the Debentures and Warrants being sold under this Agreement and of the securities issuable upon conversion or exercise of such Debentures and Warrants have been (or will be) taken prior to the Closing Date. This Agreement, when executed and delivered, shall constitute the valid and legally binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.
AUTHORIZATION. All corporate action on the part of the Company, its officers, 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 Preferred) and the performance of all 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, shall constitute valid and binding obligations of the Company, enforceable in accordance their terms, except as the indemnification provisions of paragraph 7 of the Registration Rights Agreement hereof 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, will be fully paid and nonassessable, and will have the rights, preferences and privileges described in the Articles; the Common Stock issuable upon conversion of the Preferred has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Articles, will be validly issued, and will be fully paid and nonassessable; and the Preferred and such Common Stock will be free of any liens or encumbrances, assuming the Purchasers take the shares with no notice thereof, other than any liens or encumbrances created by or imposed upon the holders; provided, however, that the Preferred (and the Common Stock
AUTHORIZATION. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of the Series C Shares (and the Common Stock issuable upon conversion of the Preferred Stock) and the performance of all 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, shall constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the indemnification provisions of paragraph 7 of the Registration Rights Agreement (as defined below) hereof 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 Series C Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, will be fully paid and nonassessable, and will have the rights, preferences and privileges described in the Articles; the Common Stock issuable upon conversion of the Preferred Stock has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Articles, will be validly issued, and will be fully paid and nonassessable; and the Preferred Stock and such Common Stock will be free of any liens or encumbrances, assuming the Purchaser takes the Series C Shares with no notice thereof, other than any liens or encumbrances created by or imposed upon the holders; provided, however, that the Preferred Stock (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.
AUTHORIZATION. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of the Series B Shares (and the Common Stock issuable upon conversion of the Preferred Stock) and the performance of all 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, shall constitute valid and binding obligations of the Company, enforceable in accordance their terms, except as the indemnification provisions of paragraph 7 of the Registration Rights Agreement (as defined below) hereof 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 Series B Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, will be fully paid and nonassessable, and will have the rights, preferences and privileges described in the Articles; the Common Stock issuable upon conversion of the Preferred Stock has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Articles, will be validly issued, and will be fully paid and nonassessable; and the Preferred Stock and such Common Stock will be free of any liens or encumbrances, assuming the Purchasers take the Series B Shares with no notice thereof, other than any liens or encumbrances created by or imposed upon the holders; provided, however, that the Preferred Stock (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.