Authority Relative to the Transaction Agreements. (a) The Company has all necessary corporate power and authority to execute and deliver each of the Transaction Agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. Except as set forth on Section 6.03(a) of the Company Disclosure Letter, the execution and delivery by the Company of each of the Transaction Agreements to which it is a party, the performance by the Company of its obligations thereunder and the consummation by the Company of the transactions contemplated thereby have been duly authorized by all requisite action on the part of the Company and approved by the Board, and other than required stockholder approval, no other corporate proceedings on the part of the Company are necessary to authorize any of the Transaction Agreements to which it is a party or to consummate the transactions contemplated thereby. Each of the Transaction Agreements to which the Company is a party has been or, upon execution, shall have been duly executed and delivered by it, and (assuming due authorization, execution and delivery by the other parties) each of the Transaction Agreements to which it is a party constitutes or, upon execution, shall constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms. The Board has approved each of the Transaction Agreements to which the Company is a party and the transactions contemplated thereby and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(b) of the DGCL shall not apply to the Reverse Stock Split or the Tender Offer. To the Knowledge of the Company, no other state takeover Law is applicable to any of the transactions contemplated by any of the Transaction Agreements.
(b) Pursuant to the DGCL and the Company’s Certificate of Incorporation, the approval of the Certificate Amendment, the Restated Certificate of Incorporation and the Reverse Stock Split requires the affirmative votes of the holders of a majority of the then outstanding shares of Common Stock and to the extent shares of 9¾% Preferred are then entitled to vote, 9¾% Preferred (on an as converted basis), voting together as a single class.
Authority Relative to the Transaction Agreements. Purchaser has all necessary corporate power and authority to execute and deliver each of the Transaction Agreements, to perform its obligations thereunder and to consummate the Transactions except for the Purchaser Shareholders Approval. The execution and delivery of the Transaction Agreements by Purchaser and the consummation by Purchaser of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Purchaser, and no other corporate proceedings on the part Purchaser are necessary to authorize any of the Transaction Agreements or to consummate the Transactions except for the Purchaser Shareholders Approval. The Transaction Agreements have been duly and validly executed and delivered by Purchaser and, assuming due authorization, execution and delivery by the Company, constitute legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms.
Authority Relative to the Transaction Agreements. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the certificates representing the Preferred Stock (collectively, the "Transaction Documents"), to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of the Transaction Documents and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize the Transaction Documents or to consummate the Transactions. The Transaction Documents have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Investor, constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity.
Authority Relative to the Transaction Agreements. The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Warrant Agreement, the Warrants, the Company Registration Rights Agreements and the Certificate of Determination (collectively, the "Transaction Documents"), to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of the Transaction Documents, the filing of the Certificate of Determination and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize the Transaction Documents or to consummate the Transactions. The Transaction Documents have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each Investor a party thereto, constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity.
Authority Relative to the Transaction Agreements. The Investor has all necessary legal power and authority to execute and deliver this Agreement and the Transaction Documents to which they are parties, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement and the consummation by the Investor of the Transactions have been duly and validly authorized by all necessary legal action and no other proceedings on the part of the Investor are necessary to authorize this Agreement or to consummate the Transactions. This Agreement and the Transaction Documents to which they are parties have been duly and validly executed and delivered by the Investor and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity.
Authority Relative to the Transaction Agreements. (a) The Buyer and each Buyer Designee has all necessary powers and authorities to execute and deliver this Agreement and any other Transaction Agreement to which the Buyer or any Buyer Designee is or will be a party and to fully perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement and any other Transaction Agreement, and the execution, delivery and performance of this Agreement and any other Transaction Agreement to which it is or will be a party has been duly authorized by all requisite corporate action.
(b) This Agreement has been duly executed and delivered by the Buyer and this Agreement is, and the other Transaction Agreements to which the Buyer and any Buyer Designee will be a party when duly executed and delivered by the Buyer or such Buyer Designee will be, valid and legally binding obligations of the Buyer or such Buyer Designee, enforceable against the Buyer or such Buyer Designee, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.
Authority Relative to the Transaction Agreements. (a) Each of the Sellers has all necessary corporate or similar powers and authorities to execute and deliver this Agreement and any other Transaction Agreement to which such Seller is or will be a party and to fully perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement and any other Transaction Agreement, and the execution, delivery and performance of this Agreement and any other Transaction Agreement to which it is or will be a party has been duly authorized by all requisite corporate action.
(b) This Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Transaction Agreements to which the Company and any other Seller will be a party when duly executed and delivered by the Company or such other Seller will be, valid and legally binding obligations of the Company or such other Seller, enforceable against the Company or such other Seller, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.
Authority Relative to the Transaction Agreements. Seller has all necessary power and authority to enter into the Transaction Agreements and to carry out its obligations under the Transaction Agreements. The execution and delivery by Seller of the Transaction Agreements and the consummation of the Transactions have been duly authorized and all other proceedings on the part of Seller necessary to authorize the Transaction Agreement and the Transactions have been taken. The Transaction Agreements have been, or will be at the Closing, duly executed and delivered by Seller and, assuming due execution and delivery by each other Party, constitute a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
Authority Relative to the Transaction Agreements. Purchaser has all necessary corporate power and authority to enter into the Transaction Agreements and to carry out its obligations under the Transaction Agreements. The execution and delivery by Purchaser of the Transaction Agreements and the consummation of the Transactions have been duly authorized and all other proceedings on the part of Purchaser necessary to authorize the Transaction Agreements and the Transactions have been taken. The Transaction Agreements have been or will be at the Closing duly executed and delivered by Purchaser and, assuming due execution and delivery by each other Party, constitute a valid and binding obligation of such Purchaser, enforceable against Purchaser in accordance with its terms.
Authority Relative to the Transaction Agreements. (a) Each of the Sellers has all necessary corporate or company powers and authorities to execute and deliver this Agreement and any other Transaction Agreement to which such Seller is contemplated to be a party and to fully perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement and any other Transaction Agreements, and the execution, delivery and performance of this Agreement27
(b) This Agreement has been duly executed and delivered by the Company and this Agreement is, and the Transaction Agreements to which any Seller is contemplated to be a party when executed and delivered by each such Seller will be, valid and legally binding obligations of such Sellers, enforceable against such Sellers in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles (the "Enforceability Limitations").
