Common use of Authorization and Validity of this Agreement Clause in Contracts

Authorization and Validity of this Agreement. The execution, delivery and performance by the Company of this Agreement and the recording of the transfer of the Shares and the delivery of the Shares are within the Company's corporate powers, have been duly authorized by all necessary corporate action, do not require from the Board or Shareholders of the Company any consent or approval that has not been validly and lawfully obtained, require no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality of government that has not been validly and lawfully obtained, filed or registered, as the case may be, except for those that, if not obtained or made would not have a Material Adverse Effect.

Appears in 15 contracts

Samples: Acquisition of Shares Agreement (Precious Investments, Inc.), Share Exchange Agreement (Perk International Inc.), Share Exchange Agreement (Vemics, Inc.)

AutoNDA by SimpleDocs

Authorization and Validity of this Agreement. The execution, delivery and performance by the Company of this Agreement and the recording of the transfer of the Shares and the delivery of the Shares are within the Company's corporate powers, have been duly authorized by all necessary corporate action, including corporate action of the Shareholders, do not require from the Board or Shareholders of the Company any consent or approval that has not been validly and lawfully obtained, require no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality of government that has not been validly and lawfully obtained, filed or registered, as the case may be, except for those that, if not obtained or made made, would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Share Exchange Agreement (Hamptons Luxury Homes Inc), Share Exchange Agreement (Bas Consulting Inc)

Authorization and Validity of this Agreement. The execution, delivery and performance by the Company of this Agreement and the recording of the transfer of the Shares and the delivery of new certificates representing the Shares registered in the name of Acquiror Company are within the Company's corporate powers, have been duly authorized by all necessary corporate action, do not require from the Board or Shareholders of the Company any consent or approval that has not been validly and lawfully obtained, require no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality of government that has not been validly and lawfully obtained, filed or registered, as the case may be, except for those that, if not obtained or made would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Share Exchange Agreement (Advanced Medical Institute Inc.), Share Exchange Agreement (Auteo Media Inc)

Authorization and Validity of this Agreement. The execution, delivery and performance by the Company of this Agreement and the recording of the transfer of the Shares and the delivery registration of such Shares in the Shares name of Acquiror Company are within the Company's corporate powers, have been duly authorized by all necessary corporate action, do not require from the Board or Shareholders the Shareholder of the Company any consent or approval that has not been validly and lawfully obtained, require no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality of government that has not been validly and lawfully obtained, filed or registered, as the case may be, except for those that, if not obtained or made would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Share and Warrant Exchange Agreement (Osteologix, Inc.)

Authorization and Validity of this Agreement. The executionSubject only to the matters set forth in Section 2.4, delivery and performance by the Company of this Agreement and the recording of the transfer of the Company Shares and the delivery of new certificates representing the Company Shares registered in the name of Acquiror Company are within the Company's corporate powers, have been duly authorized by all necessary corporate action, do not require from the Board or Shareholders of the Company any consent or approval that has not been validly and lawfully obtained, require no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality of government that has not been validly and lawfully obtained, filed or registered, as the case may be, except for those that, if not obtained or made would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Share Exchange Agreement (iCURIE, INC.)

Authorization and Validity of this Agreement. The execution, delivery and performance by the Company of this Agreement and the recording of the transfer of the Shares and the delivery registration of such Shares in the Shares name of Acquiror Company are within the Company's ’s corporate powers, have been duly authorized by all necessary corporate action, do not require from the Board or Shareholders the Shareholder of the Company any consent or approval that has not been validly and lawfully obtained, require no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality of government that has not been validly and lawfully obtained, filed or registered, as the case may be, except for those that, if not obtained or made would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Share Exchange Agreement (China Biologic Products, Inc.)

Authorization and Validity of this Agreement. The execution, delivery and performance by the Company of this Agreement and the recording of the transfer of the Shares and the delivery of new certificates representing the Shares registered in the name of Acquiror Company are within the Company's ’s corporate powers, have been duly authorized by all necessary corporate action, do not require from the Board or Shareholders of the Company any consent or approval that has not been validly and lawfully obtained, require no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality of government that has not been validly and lawfully obtained, filed or registered, as the case may be, except for those that, if not obtained or made would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Share Exchange Agreement (Advanced Medical Institute Inc.)

AutoNDA by SimpleDocs

Authorization and Validity of this Agreement. The execution, delivery and performance by the Company of this Agreement Amendment and the recording of the transfer of the Shares and the delivery of the Shares are within the Company's corporate powers, have been duly authorized by all necessary corporate action, do not require from the Board or Shareholders of the Company any consent or approval that has not been validly and lawfully obtained, require no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality of government that has not been validly and lawfully obtained, filed or registered, as the case may be, except for those that, if not obtained or made would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Share Exchange Agreement (Develocap Inc)

Authorization and Validity of this Agreement. The execution, delivery and performance by the Company of this Agreement and the recording of the transfer of the Shares and the delivery of the Shares are within the Company's corporate powers, have been duly authorized by all necessary corporate action, do not require from the Board of Directors or Shareholders of the Company any consent or approval that has not been validly and lawfully obtained, require no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality of government that has not been validly and lawfully obtained, filed or registered, as the case may be, except for those that, if not obtained or made would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Share Exchange Agreement (Nano Superlattice Technology Inc.)

Authorization and Validity of this Agreement. The execution, delivery and performance by the Company of this Agreement and the recording of the transfer of the Shares Company Units and the delivery of new certificates representing the Shares Company Units registered in the name of Acquiror Company are within the Company's ’s corporate powers, have been duly authorized by all necessary corporate action, do not require from the Board or Shareholders Members of the Company any consent or approval that has not been validly and lawfully obtained, require no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality of government that has not been validly and lawfully obtained, filed or registered, as the case may be, except for those that, if not obtained or made would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Predictive Technology Group, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!