Authorization and Execution. (a) The Company has all requisite corporate power and authority to enter into and perform each Transaction Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Securities in accordance with the terms hereof and thereof. (b) The execution, delivery and performance by the Company of each Transaction Agreement and the issuance by the Company of the Securities have been duly and validly authorized and no further consent or authorization of the Company, its Board of Directors or its shareholders is required. (c) This Agreement has been duly executed and delivered by the Company. (d) This Agreement constitutes, and upon execution and delivery thereof by the Company, each of the Transaction Agreements will constitute, a valid and binding agreement of the Company, in each case enforceable against the Company in accordance with its respective terms subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditor's rights generally and (ii) equitable principles of general applicability.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Dial Thru International Corp), Securities Purchase Agreement (Metropolitan Health Networks Inc), Securities Purchase Agreement (Dial Thru International Corp)
Authorization and Execution. (a) The Company has all requisite corporate power and authority to enter into and perform each Transaction Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Securities in accordance with the terms hereof and thereof.
(b) The execution, delivery and performance by the Company of each Transaction Agreement and the issuance by the Company of the Securities have been duly and validly authorized and no further consent or authorization of the Company, its Board of Directors or its shareholders is required.
(c) This Agreement has been duly executed and delivered by the Company.
(d) This Agreement constitutes, and upon execution and delivery thereof by the Company, each of the Transaction Agreements will constitute, a valid and binding agreement of the Company, in each case enforceable against the Company in accordance with its respective terms terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditor's creditors rights generally and (ii) equitable principles of general applicability.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Avitar Inc /De/), Securities Purchase Agreement (Dial Thru International Corp), Subscription and Securities Purchase Agreement (Avitar Inc /De/)