Common use of Authority; Non-Contravention Clause in Contracts

Authority; Non-Contravention. (a) Holder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by Holder and constitutes the valid and legally binding obligation of Holder, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, moratorium or similar laws relating to or affecting creditors’ rights generally and to general principles of equity. (b) The execution, delivery and performance of this Agreement by Holder and the consummation of the transactions contemplated hereby will not (i) conflict with or result in a material breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any material property or assets of Holder, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement, license or other material agreement or instrument to which Holder is a party or by which Holder is bound or to which any of the material property or assets of Holder is subject, (ii) result in any violation of the provisions of the governing instruments of Holder or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Holder or any of its properties or assets, except where such violation will not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, stockholders’ equity, properties or business of Issuer and its subsidiaries taken as a whole. (c) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over Holder or any of its properties or assets is required for the execution, delivery and performance of this Agreement by Holder or the consummation of the transactions contemplated hereby.

Authority; Non-Contravention. (a) Holder Issuer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized(i) authorized by Issuer, and (ii) executed and delivered by Holder and Issuer. This Agreement constitutes the valid and legally binding obligation of HolderIssuer, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, moratorium or similar laws relating to or affecting creditors’ rights generally and to general principles of equity. (b) The execution, delivery and performance of this Agreement by Holder Issuer and the consummation of the transactions contemplated hereby will not (i) conflict with or result in a material breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any material property or assets of HolderIssuer, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement, license or other material agreement or instrument to which Holder Issuer or any of its subsidiaries is a party or by which Holder Issuer or any of its subsidiaries is bound or to which any of the material property or assets of Holder Issuer or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the governing instruments of Holder Issuer or any of its subsidiaries or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Holder Issuer or any of its properties or assets, except where such violation will not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, stockholders’ equity, properties or business of Issuer and its subsidiaries taken as a whole. (c) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over Holder Issuer or any of its subsidiaries or any of their properties or assets is required for the execution, delivery and performance of this Agreement by Holder Issuer or the consummation of the transactions contemplated hereby. (d) The issuance of the shares of Common Stock by Issuer to Holder pursuant to this Agreement does not require registration under the Securities Act.

Authority; Non-Contravention. (a) Holder Issuer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized(i) authorized by Issuer, and (ii) executed and delivered by Holder and Issuer. This Agreement constitutes the valid and legally binding obligation of HolderIssuer, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, moratorium or similar laws relating to or affecting creditors’ rights generally and to general principles of equity. (b) The execution, delivery and performance of this Agreement by Holder Issuer and the consummation of the transactions contemplated hereby will not (i) conflict with or result in a material breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any material property or assets of HolderIssuer, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement, license or other material agreement or instrument to which Holder Issuer or any of its subsidiaries is a party or by which Holder Issuer or any of its subsidiaries is bound or to which any of the material property or assets of Holder Issuer or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the governing instruments of Holder Issuer or any of its subsidiaries or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Holder Issuer or any of its properties or assets, except where such violation will not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, stockholdersStockholders’ equity, properties or business of Issuer and its subsidiaries taken as a whole. (c) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over Holder Issuer or any of its subsidiaries or any of their properties or assets is required for the execution, delivery and performance of this Agreement by Holder Issuer or the consummation of the transactions contemplated hereby. (d) The issuance of the shares of Common Stock by Issuer to Stockholder pursuant to this Agreement does not require registration under the Securities Act.

Authority; Non-Contravention. (a) Holder Stockholder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by Holder Stockholder and constitutes the valid and legally binding obligation of HolderStockholder, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, moratorium or similar laws relating to or affecting creditors’ rights generally and to general principles of equity. (b) The execution, delivery and performance of this Agreement by Holder Stockholder and the consummation of the transactions contemplated hereby will not (i) conflict with or result in a material breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any material property or assets of HolderStockholder, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement, license or other material agreement or instrument to which Holder Stockholder is a party or by which Holder Stockholder is bound or to which any of the material property or assets of Holder Stockholder is subject, (ii) result in any violation of the provisions of the governing instruments of Holder Stockholder or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Holder Stockholder or any of its properties or assets, except where such violation will not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, stockholdersStockholders’ equity, properties or business of Issuer and its subsidiaries taken as a whole. (c) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over Holder Stockholder or any of its properties or assets is required for the execution, delivery and performance of this Agreement by Holder Stockholder or the consummation of the transactions contemplated hereby.

Authority; Non-Contravention. (a) Holder Stockholder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by Holder Stockholder and constitutes the valid and legally binding obligation of HolderStockholder, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, moratorium or similar laws relating to or affecting creditors’ rights generally and to general principles of equity. (b) The execution, delivery and performance of this Agreement by Holder Stockholder and the consummation of the transactions contemplated hereby will not (i) conflict with or result in a material breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any material property or assets of HolderStockholder, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement, license or other material agreement or instrument to which Holder Stockholder is a party or by which Holder Stockholder is bound or to which any of the material property or assets of Holder Stockholder is subject, (ii) result in any violation of the provisions of the governing instruments of Holder Stockholder or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Holder Stockholder or any of its properties or assets, except where such violation will not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, stockholders’ Stockholder’s equity, properties or business of Issuer and its subsidiaries taken as a whole. (c) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over Holder Stockholder or any of its properties or assets is required for the execution, delivery and performance of this Agreement by Holder Stockholder or the consummation of the transactions contemplated hereby.

Authority; Non-Contravention. (a) Holder Issuer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized(i) authorized by Issuer, including by the special committee of the Issuer’s board of directors, and (ii) executed and delivered by Holder and Issuer. This Agreement constitutes the valid and legally binding obligation of HolderIssuer, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, moratorium or similar laws relating to or affecting creditors’ rights generally and to general principles of equity. (b) The execution, delivery and performance of this Agreement by Holder Issuer and the consummation of the transactions contemplated hereby will not (i) conflict with or result in a material breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any material property or assets of HolderIssuer, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement, license or other material agreement or instrument to which Holder Issuer or any of its subsidiaries is a party or by which Holder Issuer or any of its subsidiaries is bound or to which any of the material property or assets of Holder Issuer or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the governing instruments of Holder Issuer or any of its subsidiaries or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Holder Issuer or any of its properties or assets, except where such violation will not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, stockholders’ equity, properties or business of Issuer and its subsidiaries taken as a whole. (c) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over Holder Issuer or any of its subsidiaries or any of their properties or assets is required for the execution, delivery and performance of this Agreement by Holder Issuer or the consummation of the transactions contemplated hereby. (d) The issuance of the shares of Common Stock by Issuer to Holder pursuant to this Agreement does not require registration under the Securities Act. (e) Issuer (i) understands and acknowledges that Xxxxxxx Xxxxxxx and two other designees were appointed to the Issuer’s board of directors at the request of Holder pursuant to Section 2.16 of the Purchase Agreement, (ii) is aware that as a result of this arrangement Holder is a considered a director by deputization of the Issuer, and (iii) intends for the transactions contemplated by this Agreement to qualify for the exemption under Rule 16b-3 of the Exchange Act related to transactions between an issuer and its directors.

Authority; Non-Contravention. (a) Holder Issuer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized(i) authorized by Issuer, including by the special committee of the Issuer’s board of directors, and (ii) executed and delivered by Holder and Issuer. This Agreement constitutes the valid and legally binding obligation of HolderIssuer, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, moratorium or similar laws relating to or affecting creditors’ rights generally and to general principles of equity. (b) The execution, delivery and performance of this Agreement by Holder Issuer and the consummation of the transactions contemplated hereby will not (i) conflict with or result in a material breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any material property or assets of HolderIssuer, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement, license or other material agreement or instrument to which Holder Issuer or any of its subsidiaries is a party or by which Holder Issuer or any of its subsidiaries is bound or to which any of the material property or assets of Holder Issuer or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the governing instruments of Holder Issuer or any of its subsidiaries or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Holder Issuer or any of its properties or assets, except where such violation will not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, stockholders’ equity, properties or business of Issuer and its subsidiaries taken as a whole. (c) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over Holder Issuer or any of its subsidiaries or any of their properties or assets is required for the execution, delivery and performance of this Agreement by Holder Issuer or the consummation of the transactions contemplated hereby. (d) The issuance of the shares of Common Stock by Issuer to Holder pursuant to this Agreement does not require registration under the Securities Act.