Authority; Due Execution. Each Party represents and warrants to the other, that (i) it has full power and authority to enter into this Agreement and any agreements related hereto and, subject to the terms and conditions hereof, this Agreement, when executed, will be a valid and legally binding obligation of such Party according to its provisions; (ii) the execution and performance of this Agreement will not constitute a breach of or an event of default under any agreement, contract, law or regulation to which such Party is or may be bound; and (iii) the execution and performance of this Agreement has been duly authorized by all necessary corporate action.
Authority; Due Execution. (i) The Company has the requisite company power and authority to approve, execute, and deliver this Agreement and to perform its obligations under this Agreement and consummate the transactions contemplated hereby, including, but not limited to, any Post-Merger Acquisition (“Related Transactions”). The execution, delivery, and performance of this Agreement by the Company and the consummation by Company of the Related Transactions have been duly and validly authorized by all necessary company action in respect thereof on the part of Company. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution, and delivery hereof by Kingfish, this Agreement is a valid and binding obligation of the Company enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors’ rights generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the “Bankruptcy and Equity Exceptions”)).
(ii) Each Company Owner (A) has full legal capacity to execute and deliver this Agreement and to consummate each of Related Transactions contemplated hereby and thereby to which such Company Owner is or will be a party, including, but not limited to, any Post-Merger Acquisition and to perform his or her obligations hereunder and thereunder, (B) does not need the permission or approval of any third party, to enter into and to perform this Agreement or any of the Related Transactions, and (C) has either sought independent legal advice with respect thereto, or has waived his or her right to do so. Each Company Owner has taken appropriate company action under the Florida Revised Limited Liability Company Act (the “LLC Act”) to approve, adopt, and ratify this Agreement and each of Related Transactions on behalf of the Company in all respects and to authorize, empower and direct the Company to execute and deliver this Agreement on behalf of the Company.
Authority; Due Execution. (a) Seller has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations under and to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller or to consummate the transactions contemplated hereby or thereby.
(b) This Agreement has been, and as of the Closing Date each of the Ancillary Agreement will be, duly and validly executed and delivered by Seller and, assuming due execution and delivery by and the validity and binding effect thereof on Parent, Buyer and any other party hereto and thereto (other than Seller), this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority; Due Execution. The Company has all the requisite corporate power and authority to execute and deliver, and to perform its obligations hereunder and to consummate the Investment Transaction contemplated by, this Agreement. The execution, delivery, and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including the Investment Transaction, have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, each will constitute a legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms (except to the extent enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors’ rights and remedies generally, (ii) the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought, or (iii) applicable federal and state securities Laws with respect to indemnification provisions contained in the Stockholders Agreement and Registration Rights Agreement (the “Bankruptcy and Equity Exceptions”).
Authority; Due Execution. (a) The Investor has all the requisite power and authority to execute and deliver, and to perform its obligations hereunder and to consummate the Investment Transaction contemplated by, this Agreement. The execution, delivery, and performance by each such Entity Investor of this Agreement and the other Transaction Documents to which they are a party, and the consummation of the transactions contemplated hereby and thereby, including the Investment Transaction, have been duly and validly authorized by all necessary action on the part of the Entity Investor. This Agreement and other Transaction Documents to which they are a party have been duly executed and delivered by each such Entity Investor and, assuming valid authorization, execution and delivery hereof by the Company and each other Investors to this Agreement, each will constitute a legal, valid and binding obligation of such Equity Investor enforceable against it in accordance with its terms (except to the extent enforceability may be limited by the Bankruptcy and Equity Exceptions).
(b) The Investor has the full legal capacity to execute and deliver, and to perform its obligations hereunder and to consummate the Investment Transaction contemplated by this Agreement. This Agreement and the other Transaction Documents to which they are a party have been duly executed and delivered by the Investor and, assuming valid authorization, execution and delivery hereof by the Company, will constitute a legal, valid and binding obligation of such Investor enforceable against it in accordance with its terms (except to the extent enforceability may be limited by the Bankruptcy and Equity Exceptions).
Authority; Due Execution. (a) The Company has, and at the time that the Loan was funded had, all of the requisite corporate power and authority to execute and deliver this Agreement and the August 2016 Convertible Note (the Agreement and the August 2016 Convertible Note are referred to collectively as, the "Loan Documents"), and to carry out and perform its obligations under the Loan Documents, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of the August 2016 Convertible Note and the reservation of shares of Common Stock issuable upon conversion of August 2016 Convertible Note (the "Conversion Shares"), and the consummation of the transactions contemplated thereby, has been duly and validly authorized by all necessary corporate action on the part of the Company. The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the "Bankruptcy and Equity Exceptions").
(b) The Board of Directors of the Company (the "Board of Directors" or the "Board") has determined that this Agreement, the Loan transaction which is the subject of this Agreement, and the August 2016 Convertible Note are fair to and in the best interests of the Company and its stockholders and have approved and adopted this Agreement, the Loan transaction, and the August 2016 Convertible Note.
Authority; Due Execution. The Company has full corporate power and authority to perform its respective obligations under this Agreement and each of the Related Agreements, and the execution, delivery and performance by the Company of this Agreement and each Related Agreement have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes, and each of the Related Agreements, when duly executed and delivered by the Company, will constitute, a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) rights to indemnity and contribution under the Registration Rights Agreement may be limited by applicable law, (ii) enforceability may be limited by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (iii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability.
Authority; Due Execution. The Stockholder has full power ------------------------ and authority to make, enter into and carry out the terms of this Agreement. The Stockholder has duly executed and delivered this Agreement and (assuming the due authorization, execution and delivery of this Agreement by Mpath) this Agreement constitutes a valid and binding obligation of the Stockholder.
Authority; Due Execution. The Company has full corporate power and authority to enter into this Agreement and all other agreements contemplated by this Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. Each Seller has the power to enter into this Agreement and all other agreements contemplated by this Agreement to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Employment Agreements (as hereinafter defined) and all other agreements contemplated by this Agreement to which the Company and each Seller is a party will be as of the Closing Date, duly executed and delivered by the Company and each Seller, and (assuming due execution and delivery by Questron) this Agreement and the Employment Agreements and all other agreements contemplated by this Agreement to which the Company and/or each Seller is a party will constitute valid and binding obligations of the Company and the Sellers, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors' rights generally or by general equitable principles.
Authority; Due Execution. The Company has full corporate power and authority to enter into this Agreement and all other agreements, documents, certificates and instruments contemplated by this Agreement (the "Other Documents") to which it is a party and to consummate the transactions contemplated hereby and thereby. Each Shareholder has the power to enter into this Agreement and each Other Document to which such Shareholder is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Other Document to which the Company and/or the Shareholders are parties will be as of the Closing Date, duly executed and delivered by the Company and/or the Shareholders, and (assuming due execution and delivery by QDL and Questron) this Agreement and each Other Document to which the Company and the Shareholders are parties will constitute valid and binding obligations of the Company and the Shareholders, respectively, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors' rights generally or by general equitable principles.
