Authority Relative to Agreements; Board Approval. (a) The execution, delivery and performance of this Agreement and the Transaction Documents have been duly and validly authorized by all necessary action on the part of the Company, subject only to Stockholder Approval. This Agreement and the Transaction Documents have been duly executed and delivered by the Company for itself and constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights or general principles of equity.
Authority Relative to Agreements; Board Approval. (a) The execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action (corporate, trust or partnership, as applicable) on the part of each of the Sellers, subject only to approval by the Company's shareholders as contemplated by this Agreement. This Agreement has been duly executed and delivered by each of the Sellers and constitutes the valid and legally binding obligation of such Seller enforceable against such Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights or general principles of equity.
Authority Relative to Agreements; Board Approval. (a) The execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreement, the Stockholders Agreement, the Articles Supplementary, the Loan Agreement and the Promissory Note and the issuance and delivery of shares of Common Stock upon conversion of shares of Preferred Stock in accordance with the provisions of the Articles Supplementary and Bylaws of the Company, have been duly and validly authorized (or by the Initial Closing Date will have been authorized) by all necessary corporate action on the part of the Company. Each of this Agreement, the Registration Rights Agreement, the Stockholders Agreement, the Loan Agreement and the Promissory Note has been duly executed and delivered by the Company and constitutes the valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights or general principles of equity, subject to the approval of the Board of Directors to recommend to the stockholders that they approve the issue to Buyer of the Preferred Stock under the terms and conditions set forth herein, including approval of amendments to the Charter and Bylaws of the Company and the recommendation of any action to be taken by the stockholders. Upon issuance of any shares of Preferred Stock, the Articles Supplementary will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights or general principles of equity.
Authority Relative to Agreements; Board Approval. (a) The execution, delivery and performance of this Agreement and of all of the documents and instruments delivered in connection herewith by Buyer Sub are within the corporate power of Buyer Sub. This Agreement is, and the other documents and instruments required hereby will be, when executed and delivered by Buyer Sub, the valid and binding obligations of Buyer Sub, enforceable against Buyer Sub in accordance with their respective terms subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability or right of creditors generally and to general equitable principles which may limit the right to obtain equitable remedies.
Authority Relative to Agreements; Board Approval. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement, and the Certificate of Designation, the issuance of shares of Company Preferred Stock in accordance herewith and the Certificate of Designation, and the issuance and delivery of shares of Company Common Stock upon conversion of shares of Company Preferred Stock in accordance with the provisions of the Certificate of Designation, have been duly and validly authorized by all necessary corporate action on the part of the Company and all necessary partnership action on the part of the Operating Partnership. This Agreement has been duly executed and delivered by the Company for itself and constitutes the valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights or general principles of equity. Upon the issuance of shares of Company Preferred Stock, the Certificate of Designation will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights or general principles of equity.
Authority Relative to Agreements; Board Approval. (a) The execution, delivery and performance of this Agreement and of all of the documents and instruments delivered in connection herewith by the Seller are within the corporate power of the Seller. This Agreement has been duly executed and delivered on behalf of the Seller. This Agreement is, and the other documents and instruments required hereby will be, when executed and delivered by the Seller, subject to approval by the Shareholders, the valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability or right of creditors generally and to general equitable principles which may limit the right to obtain equitable remedies.
Authority Relative to Agreements; Board Approval. *E. The execution, delivery and performance of this Amendment, the Amendment to the Registration Rights Agreement, and the Amendment to the Lock- Up Letter by the General Partner, the Partnership and the Trust, as the case may be, the execution and filing with the State Department of Assessment and Taxation of Maryland of the Articles Supplementary by the General Partner and the issuance and delivery of the 1,666,667 shares of Series A Preferred Stock and the issuance of shares of Common Stock on conversion of such Series A Preferred Stock in accordance with the Articles Supplementary have been duly and validly authorized by all necessary corporate action on the part of the General Partner. This Amendment and the transactions contemplated thereby have been duly authorized by the Trust. This Amendment and Amendment No. 26 and the transactions contemplated hereby and thereby have been duly authorized by all necessary partnership action on the part of the Partnership. Each of this Amendment, the Amendment to the Registration Rights Agreement, and the Amendment to the Lock-Up Letter has been duly executed and delivered by the General Partner for itself and as the general partner of the Partnership and by the Trust, to the extent each is a party thereto, and constitutes the valid and legally binding obligations of the General Partner, the Partnership and the Trust, respectively, enforceable against the General Partner, the Partnership and the Trust to the extent such entity is a party thereto, in accordance with their respective terms.
Authority Relative to Agreements; Board Approval. (a) The execution, delivery and performance of this Agreement and of all of the documents and instruments delivered in connection herewith by the Trust are within the power of the Trust. This Agreement is, and the other documents and instruments required hereby will be, when executed and delivered by the Trust, the valid and binding obligations of the Trust, enforceable against the Trust in accordance with their respective terms subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability or right of creditors generally and to general equitable principles which may limit the right to obtain equitable remedies.
Authority Relative to Agreements; Board Approval. (a) The execution, delivery and performance of this Agreement and of all of the documents and instruments delivered in connection herewith by Seller are within Seller's power. Subject to the receipt of the requisite approval of Seller's shareholders and assuming this Agreement and such other documents and instruments constitute binding obligations of Buyer and Parent, this Agreement is, and the other documents and instruments required to be entered into hereunder will be, when executed and delivered by Seller, the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability or right of creditors generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority Relative to Agreements; Board Approval. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement, Amendment No. 9 and the Lock- Up Letter by the General Partner and the Partnership, as the case may be, and the issuance and delivery of the Class A Interest in accordance with the provisions of Amendment No. 9, and the issuance and delivery of the HP Conversion Shares in accordance with the provisions of Amendment No. 9, have been duly and validly authorized by all necessary corporate action on the part of the General Partner and all necessary partnership action on the part of the Partnership. Each of this Agreement, the Registration Rights Agreement, Amendment No. 9 and the Lock-Up Letter has been duly executed and delivered by the General Partner for itself and as the general partner of the Partnership and constitutes the valid and legally binding obligations of the General Partner and the Partnership, enforceable against the General Partner and the Partnership in accordance with its terms.
