Authorization; Enforceability; Consents. (a) The Company has the full power and authority to execute and deliver this Agreement and the other Transaction Documents, to consummate the transactions contemplated hereby and thereby, and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate (or analogous) action, except for the Company Shareholder Approval, on the part of the Company and its shareholders, and no further approval or authorization is required on the part of the Company or its shareholders. This Agreement and the other Transaction Documents, assuming the due authorization, execution and delivery by the other parties hereto and thereto, are valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity (“Bankruptcy Exceptions”). * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
Authorization; Enforceability; Consents. (a) The Investor has the corporate or analogous power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to consummate the transactions contemplated hereby and thereby, and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Investor of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or analogous action on its part, and no further approval or authorization is required on its part. This Agreement and the other Transaction Documents, assuming the due authorization, execution and delivery by the other parties hereto and thereto, are valid and binding obligations of the Investor enforceable against it, in accordance with their respective terms, except as the same may be limited by Bankruptcy Exceptions. * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
Authorization; Enforceability; Consents. The execution, --------------------------------------- delivery and performance by the Company of this Agreement and the Note have been duly authorized by all necessary corporate action on the part of the Company. Each of this Agreement and the Note constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Subject to the accuracy of the representations set forth in Article IV hereof, no consent, approval, authorization or order of, or filing or registration with, any federal or state court or governmental or regulatory agency or board is or will be required in connection with the execution and delivery of this Agreement and the Note and the consummation of the transactions contemplated hereby, except (a) the filing of a Notice of Sale of Securities Pursuant to Regulation D or Section 4(6) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), and (b) the filing of a copy of such notice with the North Carolina Securities Administrator and/or such other filings as may be required under other applicable state securities or blue sky laws, which filings, if required, will be accomplished in a timely manner promptly after the Effective Date.
Authorization; Enforceability; Consents. (a) This Agreement, the Escrow Agreement and the other agreements and instruments contemplated by this Agreement or the Escrow Agreement to which Buyer is a party or a signatory have been duly authorized, executed and delivered by Buyer and constitute the legal, valid and binding obligations of Buyer enforceable in accordance with their terms. All necessary corporate proceedings of Buyer have been taken to authorize this Agreement, the Escrow Agreement and the other agreements contemplated by this Agreement or the Escrow Agreement and all transactions contemplated hereby and thereby.
Authorization; Enforceability; Consents. (a) This Agreement, the Escrow Agreement and the other agreements and instruments contemplated by this Agreement or the Escrow Agreement to which the Buyer is a party or a signatory have been duly authorized, executed and delivered by Buyer and constitute the legal, valid and binding obligations of the Buyer enforceable in accordance with their respective terms. All necessary corporate proceedings of the Buyer, other than the approval by the Board of Directors of the Buyer and the approval of Key Trust Company, National Association, as Agent, have been taken to authorize this Agreement, the Escrow Agreement and the other agreements contemplated by this Agreement or the Escrow Agreement and all transactions contemplated hereby and thereby.
