Authority; No Breach or Conflicts. The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including all right, power, capacity and authority to issue and sell the IAGI Common Stock, subject to applicable federal and state securities law restrictions). The execution, delivery and performance by the Company of this Agreement and the agreements provided for herein, and the consummation by the Company of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Company’s organizational documents. The IAGI Common Stock, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable free of any liens or encumbrances other than any liens or encumbrances created by the Seller; provided, however, that the IAGI Common Stock may be subject to restrictions on transfer under state or US federal securities laws. The issuance of the IAGI Common Stock is not subject to any preemptive rights or rights of first refusal.
Authority; No Breach or Conflicts. The Investor has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including all right, power, capacity and authority to sell, transfer, and convey the Investor Stock, subject to applicable federal and state securities law restrictions). The execution, delivery and performance by the Investor of this Agreement and the agreements provided for herein, and the consummation by the Investor of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Investor’s organizational or formation documents. The Investor Stock, when issued in compliance with the provisions of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will have the rights, preferences, privileges and restrictions as described in the Investor’s certificate of incorporation. The Investor Stock will be free of any liens or encumbrances. The issuance of the Investor Stock is not subject to any preemptive right or right of first refusal.
Authority; No Breach or Conflicts. The Sellers and GPlus have all requisite power and authority (and capacity in the case of a Sellers who is an individual) to execute and deliver this Agreement and to perform their obligations hereunder (including all right, power, capacity and authority to sell, transfer, and convey the GPlus Shares). The execution, delivery and performance by Sellers and GPlus of this Agreement and the agreements provided for herein, and the consummation by Sellers of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Sellers or GPlus’s organizational or formation documents. The GPlus Ordinary Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable free of any liens or encumbrances other than any liens or encumbrances created by the Sellers provided, however, that the GPlus Ordinary Shares may be subject to restrictions on transfer under state or US federal securities laws. The issuance of the GPlus Ordinary Shares is not subject to any preemptive rights or rights of first refusal.
Authority; No Breach or Conflicts. Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including all right, power, capacity and authority to sell, transfer, and convey the Purchased Assets). The execution, delivery and performance by Seller of this Agreement and the agreements provided for herein, and the consummation by Seller of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of Seller’s organizational or formation documents.
Authority; No Breach or Conflicts. The Sellers and Asia Premier have all requisite power and authority (and capacity in the case of a Sellers who is an individual) to execute and deliver this Agreement and to perform their obligations hereunder (including all right, power, capacity and authority to sell, transfer, and convey the Asia Premier Shares). The execution, delivery and performance by Sellers and Asia Premier of this Agreement and the agreements provided for herein, and the consummation by Sellers of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Sellers or Asia Premier’s organizational or formation documents. The Asia Premier Ordinary Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable free of any liens or encumbrances other than any liens or encumbrances created by the Sellers provided, however, that the Asia Premier Ordinary Shares may be subject to restrictions on transfer under state or US federal securities laws. The issuance of the Asia Premier Ordinary Shares is not subject to any preemptive rights or rights of first refusal.
Authority; No Breach or Conflicts. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including all right, power, capacity and authority to issue, sell, transfer and convey the Transaction Shares, subject to applicable federal and state securities law restrictions). The execution, delivery and performance by Purchaser of this Agreement and the agreements provided for herein, and the consummation by Purchaser of the transactions contemplated hereby and thereby, including but not limited to the Potential Project, will not, with or without the giving of notice or the passage of time or both, directly or indirectly (A) contravene, conflict or result in a violation of (i) any provision of Purchaser’s organizational or formation documents; (ii) any Laws of any governmental authority to which Purchaser or Purchaser’s assets are subject, or by which the same may be bound; (iii) or any of the terms, conditions or provisions of any material contract to which Purchaser is a party; (B) constitute or create a default, or give rise to any right of termination, cancellation or acceleration under any material contract to which Purchaser is a party; (C) result in the imposition of a lien on the Transaction Shares or all or any portion of Purchaser’s assets; or (D) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or third party, in each case except as specified on the Purchaser Disclosure Schedule.
Authority; No Breach or Conflicts. The Sellers have all requisite power and authority and capacity to execute and deliver this Agreement and to perform their obligations hereunder (including all right, power, capacity and authority to sell, transfer, and convey the Shift Resources Membership Interests). The execution, delivery and performance by Sellers and Shift Resources of this Agreement and the agreements provided for herein, and the consummation by Sellers of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Sellers or Shift Resource’s organizational or formation documents. The Shift Resources Membership Interests have been validly issued, fully paid and non-assessable free of any liens or encumbrances provided, however, that the Shift Resources Membership Interests may be subject to restrictions on transfer under state or US federal securities laws. The issuance of the Shift Resources Membership Interests is not subject to any preemptive rights or rights of first refusal.
Authority; No Breach or Conflicts. The Seller Parties each have all requisite power and authority to execute and deliver this Agreement and to perform their obligations hereunder (including, with respect to the Seller, all right, power, capacity and authority to sell, transfer, and convey the Zest Shares). The execution, delivery and performance by Seller Parties of this Agreement and the agreements provided for herein, and the consummation by the Seller Parties of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (i) directly or indirectly contravene, conflict or result in a violation or breach of any provision of the Seller’s or Zest Home’s or Zest Corp’s organizational or formation documents, (ii) directly or indirectly contravene, conflict or result in a violation or breach of, or constitute a default under, or permit termination of, or result in the acceleration of, or give rise to the creation of any lien upon any property or asset of the Zest Entities, under any of the terms, conditions or provisions of any instrument or obligation to which any Zest Entity is a party or by which it is bound or to which any of its assets may be bound or subject, (iii) directly or indirectly contravene, conflict or result in a violation of any law applicable to the Seller Parties or by which any property or asset of the Seller Parties is bound or subject, or (iv) require any consent. The Zest Shares are validly issued; fully paid and non-assessable free of any liens or encumbrances provided, however, that the Zest Shares may be subject to restrictions on transfer under state or US federal securities laws.
Authority; No Breach or Conflicts. The Seller and Xxxxxx have all requisite power and authority to execute and deliver this Agreement and to perform their obligations hereunder (including all right, power, capacity and authority to sell, transfer, and convey the Xxxxxx Ordinary Shares). The execution, delivery and performance by Seller and Xxxxxx of this Agreement and the agreements provided for herein, and the consummation by Seller of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Seller or Johnny’s organizational or formation documents. The Xxxxxx Ordinary Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable free of any liens or encumbrances other than any liens or encumbrances created by the Seller provided, however, that the Xxxxxx Ordinary Shares may be subject to restrictions on transfer under state or US federal securities laws. The issuance of the Xxxxxx Ordinary Shares is not subject to any preemptive rights or rights of first refusal.
Authority; No Breach or Conflicts. The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the agreements provided for herein, and the consummation by the Company of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Company’s organizational documents.
