Common use of AUTHORITY; OWNERSHIP Clause in Contracts

AUTHORITY; OWNERSHIP. Such Stockholder has the full legal right, power and authority to enter into this Agreement, and this Agreement is a legal, valid and binding obligation of such Stockholder, enforceable against the Stockholder in accordance with its terms. Except as set forth on Schedule 5.33(a), the execution and delivery of this Agreement by such Stockholder does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of such Stockholder under any of the terms, conditions or provisions of (i) the Charter Documents of the Company, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to such Stockholder or any of such Stockholder's properties or assets, or (iii) any lease, instrument, agreement, license or permit to which such Stockholder is now a party or by which such Stockholder or any of such Stockholder's properties or assets may be bound or affected. Except for (i) any filings to be made with the SEC pursuant to the 1933 Act and any state securities authorities in connection with the offer and sale of AmPaM Stock and AmPaM Notes pursuant to this Agreement, (ii) any filing required to be made under the Hart-Xxxxx Xxx in connection with the transactions contemplated by this Agreement, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby. Except as set forth on Schedule 5.33(b), such Stockholder owns beneficially and of record all of the shares of the Company Stock identified on Annex I hereto as being owned by such Stockholder, and, such Company Stock is owned free and clear of all liens, security interests, pledges, charges, voting trusts, voting agreements, restrictions, encumbrances and claims of every kind.

AUTHORITY; OWNERSHIP. Such Stockholder has the full legal right, power and authority to enter into this Agreement, and this Agreement is a legal, valid and binding obligation of such Stockholder, enforceable against the Stockholder in accordance with its terms. Except as set forth on Schedule 5.33(a), the execution and delivery of this Agreement by such Stockholder does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of such Stockholder under any of the terms, conditions or provisions of (i) the Charter Documents of the Company, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to such Stockholder or any of such Stockholder's properties or assets, or (iii) any lease, instrument, agreement, license or permit to which such Stockholder is now a party or by which such Stockholder or any of such Stockholder's properties or assets may be bound or affected. Except for (i) any filings to be made with the SEC pursuant to the 1933 Act and any state securities authorities in connection with the offer and sale of AmPaM Stock, AmPaM Series A Preferred Stock and AmPaM Notes pursuant to this Agreement, (ii) any filing required to be made under the Hart-Xxxxx Xxx in connection with the transactions contemplated by this Agreement, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby. Except as set forth on Schedule 5.33(b), such Stockholder owns beneficially and of record all of the shares of the Company Stock identified on Annex I hereto as being owned by such Stockholder, and, such Company Stock is owned free and clear of all liens, security interests, pledges, charges, voting trusts, voting agreements, restrictions, encumbrances and claims of every kind.