Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.
Appears in 29 contracts
Samples: Note and Warrant Purchase Agreement (Quest Oil Corp), Common Stock Purchase Agreement (VisualMED Clinical Solutions Corp.), Note and Warrant Purchase Agreement (Eden Energy Corp)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 22 contracts
Samples: Note and Warrant Purchase Agreement (Valcent Products Inc.), Securities Purchase Agreement (Genta Inc De/), Note and Warrant Purchase Agreement (Interlink Global Corp)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 7 contracts
Samples: Note and Warrant Purchase Agreement (Technoconcepts, Inc.), Note and Warrant Purchase Agreement (Technoconcepts, Inc.), Note and Warrant Purchase Agreement (Intelligentias, Inc.)
Authorization and Power. Each Such Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each such Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate corporate, partnership or partnership other action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, partners or partnersmembers, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each such Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.
Appears in 6 contracts
Samples: Common Stock and Warrant Purchase Agreement (Freehand Information Systems, Inc.), Common Stock and Warrant Purchase Agreement (Quantrx Biomedical Corp), Common Stock and Warrant Purchase Agreement (Prescient Applied Intelligence, Inc.)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Ambient Corp /Ny), Note and Warrant Purchase Agreement (Datalogic International Inc), Note and Warrant Purchase Agreement (Manaris Corp)
Authorization and Power. Each Such Purchaser has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each such Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate corporate, partnership or partnership other action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, partners or partnersmembers, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each such Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.
Appears in 5 contracts
Samples: Series a Preferred Purchase Agreement (World Racing Group, Inc.), Common Stock and Warrant Purchase Agreement (Bond Laboratories, Inc.), Series B Preferred Stock Purchase Agreement (Bond Laboratories, Inc.)
Authorization and Power. Each Such Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities Shares being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each such Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate corporate, partnership or partnership other action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, partners or partnersmembers, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each such Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Foldera, Inc), Common Stock Purchase Agreement (Roo Group Inc), Common Stock Purchase Agreement (Roo Group Inc)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, members, or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 4 contracts
Samples: Stock and Warrant Purchase Agreement (Echo Therapeutics, Inc.), Note and Warrant Purchase Agreement (Echo Therapeutics, Inc.), Stock Purchase Agreement (Echo Therapeutics, Inc.)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the PurchasersPurchasers and the Company, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 3 contracts
Samples: Note and Warrant Purchase Agreement (Communication Intelligence Corp), Note and Warrant Purchase Agreement (Communication Intelligence Corp), Note and Warrant Purchase Agreement (Communication Intelligence Corp)
Authorization and Power. Each Such Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each such Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate corporate, limited liability company, partnership or partnership other action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, partners or partnersmembers, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each such Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Delcath Systems Inc), Common Stock Purchase Agreement (Delcath Systems Inc), Common Stock Purchase Agreement (Delcath Systems Inc)
Authorization and Power. Each Such Purchaser has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each such Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate corporate, partnership or partnership other action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, partners or partnersmembers, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each such Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Echo Therapeutics, Inc.), Common Stock and Warrant Purchase Agreement (Echo Therapeutics, Inc.), Common Stock and Warrant Purchase Agreement (Echo Therapeutics, Inc.)
Authorization and Power. Each Purchaser Vicis has the requisite power and authority to enter into and perform the Transaction Documents and to purchase or otherwise acquire the Securities being sold issued to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser Vicis and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser Vicis, as applicable, or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the PurchasersVicis, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser Vicis enforceable against such Purchaser Vicis in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 2 contracts
Samples: Securities Purchase and Loan Conversion Agreement (Brookside Technology Holdings, Corp.), Securities Purchase and Loan Conversion Agreement (Brookside Technology Holdings, Corp.)
Authorization and Power. Each The Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such the Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the PurchasersPurchaser, the other Transaction Documents shall constitute valid and binding obligations of each the Purchaser enforceable against such the Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 2 contracts
Samples: Subscription Agreement (CorMedix Inc.), Subscription Agreement (CorMedix Inc.)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities Shares being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Fibernet Telecom Group Inc\), Common Stock Purchase Agreement (Fibernet Telecom Group Inc\)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase or otherwise acquire the Securities being sold issued to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser Purchaser, as applicable, or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the PurchasersPurchaser, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Brookside Technology Holdings, Corp.), Securities Purchase Agreement (Brookside Technology Holdings, Corp.)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities Notes being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board board of Directorsdirectors, stockholders, members or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Victory Electronic Cigarettes Corp), Securities Purchase Agreement (Elephant Talk Communications Corp)
Authorization and Power. Each The Purchaser has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership trust action, and no further consent or authorization of such the Purchaser or its Board trustees, board of Directorsdirectors, stockholders, or partners, as the case may be, is required. When executed and delivered by the PurchasersPurchaser, the other Transaction Documents shall constitute valid and binding obligations of each the Purchaser enforceable against such the Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 2 contracts
Samples: Debenture and Warrant Purchase Agreement (Electro Energy Inc), Debenture and Warrant Purchase Agreement (Electro Energy Inc)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board board of Directorsdirectors, stockholders, members or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 2 contracts
Samples: Note Purchase Agreement (Ants Software Inc), Warrant Purchase Agreement (Ants Software Inc)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board board of Directorsdirectors, stockholdersshareholders, or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser of the Purchasers enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Modsys International LTD), Securities Purchase Agreement (Bluephoenix Solutions LTD)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate corporate, limited liability company or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, members or partners, as the case may be, is required. When executed and delivered by the Purchasers, each of the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Verticalnet Inc)
Authorization and Power. Each The Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate corporate, partnership or partnership other action, and no further consent or authorization of such the Purchaser or its Board of Directors, stockholders, partners or partnersmembers, as the case may be, is required. When executed and delivered by the PurchasersPurchaser, the other Transaction Documents shall constitute valid and binding obligations of each the Purchaser enforceable against such the Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Newport International Group Inc)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities Shares being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Fibernet Telecom Group Inc\)
Authorization and Power. Each The Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities Shares being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership similar action, and no further consent or authorization of such the Purchaser or its Board board of Directorsdirectors, stockholders, members or partners, as the case may be, is required. When executed and delivered by the PurchasersPurchaser, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser the Purchaser, enforceable against such the Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Stock Purchase Agreement (Elephant Talk Communications Corp)
Authorization and Power. Each Such Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities Units being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each such Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate corporate, partnership or partnership other action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, partners or partnersmembers, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each such Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Securities Purchase Agreement (Empire Financial Holding Co)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Securities Purchase Agreement (La Jolla Pharmaceutical Co)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate corporate, membership or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, members or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Communication Intelligence Corp)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholdersshareholders, or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bluephoenix Solutions LTD)
Authorization and Power. Each Such Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each such Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate corporate, partnership or partnership other action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholdersshareholders, partners or partnersmembers, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each such Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Sontra Medical Corp)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase or otherwise acquire the Securities being sold issued to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser Purchaser, as applicable, or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities Shares and Warrants being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Authorization and Power. Each The Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the PurchasersPurchaser, the other Transaction Documents shall constitute valid and binding obligations of each the Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (XL Generation International)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities Preferred Shares and Warrants being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board board of Directorsdirectors, stockholders, members or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Authorization and Power. Each Such Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities Shares and Warrants being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each such Purchaser and the consummation by it of the transactions contemplated hereby thereby have been duly authorized by all necessary corporate or partnership other action, and no further consent or authorization of such Purchaser or its Board board of Directorsdirectors, stockholders, stockholders or partners, as the case may be, is required. When The Transaction Documents constitute, or shall constitute when executed and delivered by the Purchasersdelivered, the other Transaction Documents shall constitute valid and binding obligations of each such Purchaser enforceable against such Purchaser in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, of creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Securities Purchase Agreement (Secure Computing Corp)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities and Stock Amortization Shares being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board board of Directorsdirectors, stockholders, members or partners, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Securities Purchase Agreement (Coeur D Alene Mines Corp)
Authorization and Power. Each Such Purchaser has the requisite power and authority to enter into and perform the Transaction Documents its obligations pursuant to this Agreement and to purchase the Securities Shares being sold to it hereunder. The execution, delivery and performance of the Transaction Documents this Agreement by each such Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate corporate, partnership or partnership other action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, partners or partnersmembers, as the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents this Agreement shall constitute a valid and binding obligations obligation of each such Purchaser enforceable against such Purchaser in accordance with their its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Keewatin Windpower Corp.)
Authorization and Power. Each Such Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities Shares being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate corporate, partnership or partnership other action, and no further consent or authorization of such the Purchaser or its Board of Directors, stockholders, partners or partnersmembers, as the case may be, is required. When executed and delivered by the PurchasersPurchaser, the other Transaction Documents shall constitute valid and binding obligations of each the Purchaser enforceable against such the Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Nuevo Financial Center, Inc.)
Authorization and Power. Each The Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each the Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such the Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required. When executed and delivered by the PurchasersPurchaser, the other Transaction Documents shall constitute valid and binding obligations of each the Purchaser enforceable against such the Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Wits Basin Precious Minerals Inc)
Authorization and Power. Each The Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities Debentures being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board board of Directorsdirectors, stockholders, members or partners, as the case may be, is required. When executed and delivered by the PurchasersPurchaser, the other Transaction Documents shall constitute valid and binding obligations of each the Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tanzanian Royalty Exploration Corp)
