Authorization and Compliance. Seller is validly existing under applicable law. Seller is duly and legally authorized to execute, deliver, and perform its obligations under this Agreement and all documents contemplated hereunder, and the undersigned representative is authorized to act on behalf of and bind Seller to the terms of this Agreement.
Authorization and Compliance. Buyer is duly and legally authorized to enter into this Agreement and has complied with all laws, rules, regulations, charter provisions and bylaws to which it may be subject, and that the undersigned representative is authorized to act on behalf of and bind Buyer to the terms of this Agreement.
Authorization and Compliance. The execution, delivery and performance by Warrant Holder of this Agreement, and the consummation by Warrant Holder of the transactions contemplated hereby have been duly authorized and approved and all action required by law to authorize the execution, delivery and performance by Warrant Holder has been duly and properly taken. This Agreement, upon its execution and delivery as herein provided, will constitute a legal, valid and binding agreement of Warrant Holder enforceable against it in accordance with the terms herein. Neither the execution, delivery or performance by Warrant Holder of this Agreement nor the consummation of the transactions contemplated hereby will conflict with or result in a violation or breach of any term or provision of or constitute a default under any contract, agreement, lease, license or other commitment to which Warrant Holder is a party or by which it or any of its assets or properties are bound, nor violate any statute, regulation or law or any judgment, order, writ, injunction, decree, rule or regulation of any court or administrative agency.
Authorization and Compliance. Buyer is duly and legally authorized to enter into this Agreement and has complied with all laws, rules, regulations, charter provisions and bylaws to which it may be subject and that the undersigned representative is authorized to act on behalf of and bind Buyer to the terms of this Agreement. Upon the execution hereof, or with reasonable promptness thereafter (with regard to any requested good standing certificate only), Buyer will supply Seller with a certified copy of a resolution of its Board of Directors, Partners, or Members as the case may be, authorizing Buyer’s entry into this Agreement through such representative, together with such documents as Seller may reasonably require as evidence of the Buyer’s good standing or as further evidence of such authority.
Authorization and Compliance. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is duly and legally authorized to execute, deliver, and perform its obligations under this Agreement and the Buyer’s Closing Documents hereunder, and the undersigned representative is authorized to act on behalf of Buyer, and bind Buyer to, the terms of this Agreement. Buyer is not required to obtain the consent of any other Person in connection with Buyer’s execution, delivery, or performance of this Agreement, except such as have been obtained and are in full force and effect.
Authorization and Compliance. (a) All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Voting Agreement in the form attached as Exhibit H (the "Voting Agreement" and collectively with this Agreement the "Transaction Documents"), the performance of all obligations of the Company hereunder and thereunder and the authorization, issuance and delivery of the Shares, Warrants and the Common Stock issuable upon conversion of the Shares and exercise of the Warrants (together with the Shares and Warrants, the "Securities") has been taken or will be taken prior to the Closing, and the Transaction Documents, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(b) Subject to Section 4.4 of this Agreement, neither the execution and delivery of the Transaction Documents nor the performance by the Company of its obligations under the Transaction Documents (including the issuance of the Shares and the Warrants (and the Common Stock issuable upon conversion or exercise thereof)) will: (i) violate any provisions of the Company's Certificate of Incorporation (the "Certificate") or the By-laws of the Company; (ii) with or without the giving of notice or the passage of time, or both, violate, or be in conflict with, or constitute a default under, or cause or permit the termination or the acceleration of the maturity of, any debt or obligation of the Company; (iii) require notice to or the consent of any party to any agreement or commitment, including, without limitation, any lease or license to which the Company is a party, or by which it or its properties is bound or subject; (iv) result in the creation or imposition of any security interest, lien, or other encumbrance upon any property or assets of the Company under any agreement or commitment to which it is a party, or by which it or its properties is bound or subject; or (v) violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental aut...
Authorization and Compliance. (a) NeoTherapeutics has the requisite corporate power and authority to enter into and to consummate the transaction contemplated by each of this Agreement, the NeoTherapeutics Designation (Form A) (as defined below), the NeoTherapeutics Designation (Form B) (as defined below), the NeoTherapeutics Debentures (Form A) (as defined below), the NeoTherapeutics Debentures (Form B) (as defined below), the NeoTherapeutics Warrants and the NeoTherapeutics Rights Agreement (collectively, the "NeoTherapeutics Agreements") and otherwise carryout its obligations thereunder. All corporate action on the part of NeoTherapeutics, its officers, directors and stockholders necessary for the authorization, execution and delivery of the NeoTherapeutics Agreements, the performance of all obligations of NeoTherapeutics hereunder and thereunder and the authorization, issuance and delivery of the NeoTherapeutics Warrants and the NeoTherapeutics Common Stock issuable upon exercise of
(b) Subject to Section 3.6 of this Agreement, and assuming that accuracy of the Purchasers' representations set forth in Section 4 hereof and assuming that such representations are true as of the date of any exchanges under Sections 5 and 6, neither the execution and delivery of the NeoTherapeutics Agreements nor the performance by NeoTherapeutics of its obligations under the NeoTherapeutics Agreements (including the issuance of the NeoTherapeutics Securities and the NeoTherapeutics Preferred Stock (Form A), the NeoTherapeutics Preferred Stock (Form B), the NeoTherapeutics Debentures (Form A), the NeoTherapeutics Debentures (Form B), and the shares of NeoTherapeutics Common Stock upon conversion thereof (collectively, the "Exchange Securities")) will: (i) conflict with or violate any provisions of the Certificate of Incorporation of NeoTherapeutics (the "NeoTherapeutics Certificate") or its By-laws; (ii) with or without the giving of notice or the passage of time, or both, violate, or be in conflict with, or constitute a default under, or cause or permit the termination or the acceleration of the maturity of, any debt or other obligation of NeoTherapeutics; (iii) require notice to or the consent of any party to any agreement or commitment, including, without limitation, any lease or license to which NeoTherapeutics is a party, or by which it or its properties is bound or subject; (iv) result in the creation or imposition of any security interest, lien, or other encumbrance upon any property or assets of...
Authorization and Compliance. (a) The execution, delivery and performance by the Company of this Agreement, the Stockholders Agreement attached hereto as Exhibit D, and the --------- Registration Rights Agreement attached hereto as Exhibit E and any other --------- agreement to which the Purchasers are a party and the execution and delivery of which is contemplated hereby (such agreements hereinafter referred to as the "Related Agreements") and the consummation by the Company of the transactions ------------------ contemplated hereby and thereby, have been duly authorized by all necessary corporate action. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and all Related Agreements, and the performance of all obligations of the Company hereunder and thereunder has been taken or will be taken prior to Closing. This Agreement and each of the Related Agreements have been duly executed and delivered by the Company and constitute valid and legally binding obligations of the Company enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(b) Neither the execution and delivery of this Agreement or the Related Agreements nor the performance by the Company of its obligations under the Agreement or the Related Agreements (including the issuance of the Series A Preferred Stock and the Conversion Shares) will: (i) violate any provisions of the certificate of incorporation or bylaws of the Company; (ii) with or without the giving of notice or the passage of time, or both, violate, or be in conflict with, or constitute a default under, or cause or permit the termination or the acceleration of the maturity of, any mortgage, indenture, license, contract, obligation or commitment of the Company, which would, individually or in the aggregate, have a material adverse affect on the business, properties or financial condition of the Company and its Subsidiaries, taken as a whole; (iii) require notice to or the consent of any party to any agreement or commitment, including, without limitation, any lease or license to which the Company is a party, or by which it or its properties is bound or su...
Authorization and Compliance. The Subscriber has the full power and authority to sign, deliver and perform this agreement. If the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this subscription on behalf of the Subscriber. This agreement, when signed and delivered by the Subscriber, constitutes a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. The entering into of this subscription and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, and if the Subscriber is a corporation, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound.
Authorization and Compliance. Buyer is a corporation validly existing and in good standing under the laws of the State of Nevada. Buxxx xs duly and legally authorized to execute, deliver, and perform its obligations under this Agreement and the Buyer’s Closing Documents hereunder, and the undersigned representative is authorized to act on behalf of Buyer, and bind Buyer to, the terms of this Agreement. Buyer is not required to obtain the consent of any other Person in connection with Buxxx’x execution, delivery, or performance of this Agreement, except such as have been obtained and are in full force and effect.
