Authority; Enforceability; No Conflict. The Company has all requisite corporate power and authority to enter into this Agreement, to issue and sell the Notes, to issue the Warrants, and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Company, the issuance and sale of the Notes and the issuance of the Warrants by the Company have been duly and validly authorized by all requisite corporate proceedings on the part of the Company. This Agreement when executed and delivered by the Company is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Except as set forth on Schedule 2.02, the execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not result in or constitute: (a) a default, breach or violation of or under the Articles of Incorporation or the By-laws, (b) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of their respective properties or assets are bound, (c) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority by which the Company, any Subsidiary or any of their respective properties or assets are bound, (d) an event which (with notice or lapse of time or both) would permit any Person to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness or obligation of the Company or any Subsidiary under any agreement or commitment to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which any of their respective properties or assets are bound, (e) the creation or imposition of any lien, charge or encumbrance on any property of the Company or any Subsidiary under any agreement or commitment to which the Compan...
Authority; Enforceability; No Conflict. Each Party hereby represents and warrants to the other Parties that: (i) if such Party is a corporate entity, it has the requisite power and authority to execute, deliver and perform this Agreement, (ii) if such Party is a corporate entity, the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such Party, (iii) this Agreement has been duly executed and delivered by such Party and constitutes a valid and binding agreement of such Party enforceable in accordance with the terms hereof, and (iv) such Party’s execution, delivery and performance of this Agreement will not violate: (a) if such Party is a corporate entity, any provision of its organizational documents; (b) any material terms of material agreements to which such Party is a party or by which such Party is bound; or (c) any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Party.
Authority; Enforceability; No Conflict. The Company has all requisite power and authority under the CLLCA to issue this Note and to carry out its obligations hereunder. The issuance of this Note by the Company has been duly and validly authorized by all requisite proceedings on the part of the Company. This Note when executed and delivered by the Company is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Note by the Company does not, and the consummation by the Company of the transaction contemplated hereby and thereby will not result in or constitute: (i) a default, breach or violation of or under the limited liability agreement of the Company, (ii) the California Limited Liability Company Act or any applicable law or (iii) any material agreement to which the Company is a party.
Authority; Enforceability; No Conflict. It has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement is enforceable against MDB in accordance with its terms, subject to applicable laws governing bankruptcy, insolvency and creditors’ rights generally. The Agreement does not conflict with, violate, cause a default, right of termination, or acceleration (whether through the passage of time or otherwise) under any contract, agreement, or understanding binding upon MDB.
Authority; Enforceability; No Conflict. Each of the Investors has all requisite corporate, partnership, limited liability company or trust power and authority to enter into this Agreement and each Related Agreement to which it is a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party by each of the Investors have been duly and validly authorized by all requisite corporate, partnership, limited liability company or trust proceedings on the part of each of the Investors. This Agreement and each Related Agreement to which it is a party when executed and delivered by each of the Investors is a valid and binding obligation of such Investor, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement and each Related Agreement to which it is a party by each of the Investors does not, and consummation by such Investor of the transactions contemplated hereby will not, result in or constitute (a) a default, breach or violation of or under the organizational documents of such Investor if such Investor is a corporation or partnership, (b) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which such Investor is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on such Investor or prevent or materially delay the consummation by such Investor of the transactions contemplated hereby, or (c) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect on such Investor or prevent or materially delay the consummation by such Investor of the transactions contemplated hereby.
Authority; Enforceability; No Conflict. Such Purchaser has all requisite corporate, partnership, trustee or limited liability company power and authority to enter into this Agreement and the Stockholders Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Stockholders Agreement by such Purchaser have been duly and validly authorized by all requisite corporate, partnership, trustee, or limited liability company proceedings on the part of such Purchaser. This Agreement and the Stockholders Agreement has been duly executed and delivered by such Purchaser and is a valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity that restrict the availability of equitable remedies. The execution and delivery of this Agreement and the Stockholders Agreement by such Purchaser does not, and consummation by such Purchaser, as applicable, of the transactions contemplated hereby and thereby will not, result in or constitute (a) a default, breach or violation of or under the organizational documents of such Purchaser, (b) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which such Purchaser is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on (i) the business, profits, assets, properties, results of operations or financial condition of such Purchaser, (ii) the ability of such Purchaser to perform its obligations under this Agreement or the Stockholders Agreement or (iii) the binding nature, validity or enforceability of this Agreement or the Stockholders Agreement, or (c) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect on such Purchaser or prevent or materially delay the consummation by such Purchaser of the transactions contemplated hereby.
Authority; Enforceability; No Conflict. The Stockholder is duly organized and validly existing under the laws of its jurisdiction of formation or organization. The Stockholder has all requisite power and authority to execute and deliver this Voting Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Voting Agreement and consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Stockholder, and no other corporate proceedings on the part of the Stockholder or holders of its equity interests are necessary to authorize this Voting Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Voting Agreement by the Stockholder do not, and the consummation of the transactions contemplated hereby will not, result in any conflict with or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or result by its terms in the termination, amendment, cancellation or acceleration of any material obligation, in the loss of a material benefit or in increased, additional, accelerated or guaranteed material rights or entitlements of any Person under, or create any obligation to make a material payment to any other Person under, or result in the creation of a Lien (other than Permitted Liens) on any material assets of the Stockholder or the Stockholder’s organizational documents, or any Law, Order, or material agreement to which the Stockholder or any of its Subsidiaries is a party or is subject to.
Authority; Enforceability; No Conflict. Each of Parent and Merger Sub is duly organized, validly existing and in good standing (or such similar concept existing under the laws of its jurisdiction of formation or organization) under the laws of the jurisdiction of its formation or organization. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Voting Agreement and to consummate the transactions contemplated hereby. The execution and delivery by each of Parent and Merger Sub of this Voting Agreement and consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Voting Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Voting Agreement by each of Parent and Merger Sub do not, and the consummation of the transactions contemplated hereby will not result in any conflict with or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or result by its terms in the termination, amendment, cancellation or acceleration of any obligation, in the loss of a material benefit or in increased, additional, accelerated or guaranteed rights or entitlements of any Person under, Parent’s or Merger Sub’s organizational documents, or any Law, Order, or material agreement to which Parent or Merger Sub is a party or is subject.
Authority; Enforceability; No Conflict. (a) Seller has the requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the
Authority; Enforceability; No Conflict. 2.03 Capitalization..................................................... 2.04
