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. 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).
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 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. Borrower has the right, power and capacity to execute and deliver this Agreement and the other agreements entered into in connection with this Agreement and to perform its obligations under this Agreement and the other agreements entered into in connection with this Agreement to which it is a party to and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other agreements entered into in connection with this Agreement by Borrower and the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions provided for herein and therein have been duly and validly authorized and approved by Borrower’s board of directors and no further consent or authorization is required by the Borrower, its board of directors or its shareholders. This Agreement has been, and the other agreements entered into in connection with this Agreement will be as of the First Closing Date and each Subsequent Closing Date (each individually, a “Closing Date” and collectively, the “Closing Dates”), duly executed and delivered by Borrower and do or will, as the case may be, constitute the valid and binding agreement of Borrower, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.
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 May 2016 Convertible Note (the Agreement and the Xxxx 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 May 2016 Convertible Note and the reservation of shares of Common Stock issuable upon conversion of May 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").
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.
Authority; Due Execution. (a) The Company has all of the requisite corporate power and authority to execute and deliver this First Amended and Restated Amendment and the Amended and Restated Convertible Note (this First Amended and Restated Amendment and the Amended and Restated Convertible Notes 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 thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of the Amended and Restated Convertible Notes and the reservation of Common Stock issuable upon conversion of the Amended and Restated 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").
