Authorization; Enforceable Agreement. (a) All corporate action on the part of the Company and its stockholders necessary for the authorization, execution, and delivery of this Agreement and the Registration Rights Agreement by the Company, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery of the Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion of the Shares has been taken, and this Agreement and the Registration Rights Agreement, when executed and delivered by the Company, assuming due authorization, execution and delivery by the Investor, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer.
Authorization; Enforceable Agreement. This Agreement and the other Loan Documents are within the Borrower's powers, have been duly authorized and do not conflict with any of its organizational documents. The Loan Documents do not conflict with any law, agreement or obligation by which the Borrower is bound. This Agreement is a legal, valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms, and any instrument or document required hereunder, when executed and delivered, will be similarly legal, valid, binding and enforceable.
Authorization; Enforceable Agreement. Purchaser has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under this Agreement; and the execution, delivery and performance by Purchaser of this Agreement, and the authorization, issuance (or reservation for issuance) and delivery of the Purchase Consideration Shares have been duly authorized by all necessary action on the part of Purchaser and its Board. This Agreement, when executed and delivered, assuming due authorization, execution and delivery by Seller, constitutes and will constitute valid and legally binding obligations of Purchaser, enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Authorization; Enforceable Agreement. (a) All corporate action on the part of the Company, its officers, directors, and shareholders necessary for the authorization, execution, and delivery of this Agreement and each Transaction Document, the performance of all obligations of the Company under this Agreement and each Transaction Document, and the authorization, issuance (or reservation for issuance), sale, and delivery of (i) the Purchased Shares being sold hereunder and (ii) the shares of Common Stock issuable upon the conversion of the Preferred Stock has been taken, and this Agreement and each Transaction Document, assuming due authorization, execution and delivery by the Investors or any other party thereto, constitutes valid and legally binding obligations of the Company, enforceable in accordance with their respective terms.
Authorization; Enforceable Agreement. (a) All organizational action on the part of the Company, its officers, directors, and shareholders necessary for the authorization, execution, and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance, sale, and delivery of the Shares being sold hereunder has been taken, and this Agreement and the Registration Rights Agreement to be entered into at Closing, when executed and delivered, assuming due authorization, execution and delivery by the Investors, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally (the “Enforceability Exceptions”). The sale of the Shares is not subject to any preemptive rights or rights of first offer.
Authorization; Enforceable Agreement. All corporate action on the part of any Warrantors, necessary for the authorization, execution, and delivery of each of the Transaction Documents, the performance of the respective obligations of the Warrantors under each of the Transaction Documents, and the authorization, issuance (or reservation for issuance), sale, and delivery of (a) the Notes and the Warrants being sold hereunder, and (b) the ADSs issuable upon conversion of the Notes or exercise of the Warrants in accordance with their respective Conditions, and each of the Transaction Documents, when executed and delivered, assuming due authorization, execution and delivery by the Investor or any other party thereto other than the Warrantors, constitutes and will constitute valid and legally binding obligations of the Warrantors, enforceable in accordance with their respective terms, except (i) as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and (ii) to the extent the indemnification provisions contained in Section 8.18 of this Agreement may be limited by applicable securities Laws.
Authorization; Enforceable Agreement. The Seller has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under this Agreement; and the execution, delivery and performance by the Seller of this Agreement, and the offer, sale and delivery of the Subject Shares by the Seller as contemplated under this Agreement have been duly authorized by all necessary action on the part of the Seller and its Board. This Agreement, when executed and delivered, assuming due authorization, execution and delivery by Purchaser, constitutes and will constitute valid and legally binding obligations of the Seller, enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Authorization; Enforceable Agreement. This Agreement and the other Loan Documents are within the powers of Borrower or the Material Borrower Entity or other Guarantor party thereto, have been duly authorized and do not conflict with any of its organizational documents. The Loan Documents do not conflict with any law, agreement or obligation by which Borrower or any Material Borrower Entity or other Guarantor is bound. This Agreement is a legal, valid and binding agreement of Borrower, enforceable against Borrower in accordance with its terms, and any instrument or document required hereunder, when executed and delivered by Borrower or any Material Borrower Entity or other Guarantor, will be similarly a legal, valid, binding and enforceable agreement of such Person.
Authorization; Enforceable Agreement. (a) The Company has all necessary corporate right, power and authority and has taken all necessary corporate action on the part of the Company, its officers, directors, and shareholders necessary for the authorization, execution, and delivery of this Agreement, the Registration Rights Agreement and the Investor Rights Agreement, the performance of all obligations of the Company under this Agreement, the Registration Rights Agreement and the Investor Rights Agreement, the filing of the Series A Certificate of Designations with the Secretary of State of the State of Delaware, and the authorization, issuance, sale, delivery and registration of transfer of (i) the Purchased Shares and Purchased Warrants being sold hereunder; (ii) any shares of Common Stock to be issued to the Investor upon the conversion of the Purchased Shares and (iii) any shares of Common Stock to be issued pursuant to the Investor’s exercise of any Purchased Warrants. The issuance of the Purchased Shares and the Purchased Warrant does not require any further corporate action and is not subject to any preemptive right or rights of first refusal under the Company’s Certificate of Incorporation, Bylaws or any other agreement or contract to which the Company is a party. This Agreement has been and each of the Registration Rights Agreement and the Investor Rights Agreement will at Closing be duly executed and delivered, and assuming due authorization, execution and delivery by the Investor and the other parties thereto, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
Authorization; Enforceable Agreement. All corporate action on the part of the Company, necessary for the authorization, execution, and delivery of this Agreement, the performance of the obligations of the Company under this Agreement, and the authorization, issuance, sale, and delivery of the Subject Shares in accordance with the terms and conditions under this Agreement, and this Agreement, when executed and delivered, assuming due authorization, execution and delivery by Purchaser, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
