Common use of Authorization, Enforcement, Compliance with Other Instruments Clause in Contracts

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 7 contracts

Samples: Investment Agreement (Locateplus Holdings Corp), Investment Agreement (Xtreme Companies Inc), Investment Agreement (Xtreme Companies Inc)

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Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities Shares pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 6 contracts

Samples: Investment Agreement (Ness Energy International Inc /Nv/), Investment Agreement (FTS Apparel Inc), Investment Agreement (Access Power Inc)

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 5 contracts

Samples: Investment Agreement (Ventures National Inc), Investment Agreement (On the Go Healthcare Inc), Investment Agreement (Vital Products, Inc.)

Authorization, Enforcement, Compliance with Other Instruments. (i) i. The Company has the requisite corporate power and authority to enter into and perform each of this Agreement, the Registration Rights Agreementany and all amendments thereto, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Agreements" and individually a "Transaction Agreement"), and to issue the Securities in accordance with the terms hereof and thereof, (; ii) . the execution and delivery by the Company of each of the Transaction Documents by the Company Agreements and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Securities pursuant to this Agreement, Conversion Shares issuable upon conversion of the Preferred Shares have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, (stockholders; iii) . each of the Transaction Documents Agreements have been duly and validly executed and delivered by the Company, and (; and iv) . each of the Transaction Documents constitute Agreements constitutes the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 4 contracts

Samples: Securities Exchange Agreement (Cambex Corp), Securities Exchange Agreement (Cambex Corp), Securities Exchange Agreement (Cambex Corp)

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"“Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof, . (ii) the The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, share Purchasers. (iii) the The Transaction Documents have been duly and validly executed and delivered by the Company, and . (iv) the The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 2 contracts

Samples: Investment Agreement (Homeland Security Network, Inc.), Investment Agreement (Probe Manufacturing Inc)

Authorization, Enforcement, Compliance with Other Instruments. (i) 4.2.1 The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . 4.2.2 The execution and delivery of the Transaction Documents by the Company and the consummation by it it, of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, (iii) the . 4.2.3 The Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the . 4.2.4 The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 2 contracts

Samples: Investment Agreement (Litfunding Corp), Investment Agreement (Litfunding Corp)

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Investor Registration Rights Agreement, the Escrow Agreement, Warrants and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities Convertible Notes and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Convertible Notes and the reservation for issuance and the issuance of the Securities pursuant to this AgreementConversion Shares issuable upon conversion or exercise thereof, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, Directors or its shareholdersstockholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. .

Appears in 1 contract

Samples: Securities Purchase Agreement (Futuremedia PLC)

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities Shares pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 1 contract

Samples: Investment Agreement (Virtra Systems Inc)

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities Shares pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 1 contract

Samples: Investment Agreement (Invisa Inc)

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, and each of the other agreements entered into by Investment Agreement - 9 the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, . (ii) the The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, . (iii) the The Transaction Documents have been duly and validly executed and delivered by the Company, and . (iv) the The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 1 contract

Samples: Investment Agreement (Nova Communications LTD)

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Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, Agreement and the Registration Rights Agreement, Escrow Agreement and each of the all other agreements entered into by the parties hereto in connection with documents necessary or desirable to effect the transactions contemplated by this Agreement hereby (collectively, collectively the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities Notes (and Conversion Securities) in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes (and the Conversion Securities) and the reservation for issuance and the issuance of the Securities pursuant to this AgreementConversion Securities, have been duly and validly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, Directors or its shareholdersstockholders, (iii) the Transaction Documents have been will be duly and validly executed and delivered by the Company, and (iv) the Transaction Documents when executed will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nevada Gold Holdings, Inc.)

Authorization, Enforcement, Compliance with Other Instruments. This entire section could be mutual (iI) The Company has the requisite corporate power and authority to enter into and perform this Agreement, Investment Agreement and the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSEquity Line Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, . (iiII) the The execution and delivery of the Equity Line Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, . (iiiIII) the The Equity Line Transaction Documents have been duly and validly executed and delivered by the Company, and . (ivIV) the The Equity Line Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 1 contract

Samples: Investment Agreement (Xtreme Oil & Gas, Inc.)

Authorization, Enforcement, Compliance with Other Instruments. (i) i. The Company has the requisite corporate power and authority to enter into and perform each of this Agreement, any and all amendments thereto and the Registration Rights Agreement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Agreements" and individually a "Transaction Agreement"), and to issue the Securities in accordance with the terms hereof and thereof, (; ii) . the execution and delivery by the Company of each of the Transaction Documents by the Company Agreements and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Securities pursuant to this Agreement, Conversion Shares issuable upon conversion of the Preferred Shares have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, (stockholders; iii) . each of the Transaction Documents Agreements have been duly and validly executed and delivered by the Company, and (; and iv) . each of the Transaction Documents constitute Agreements constitutes the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 1 contract

Samples: Securities Exchange Agreement (Cambex Corp)

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Subscription Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Subscription Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and to issue the Securities Debentures in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities Debentures pursuant to this Subscription Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 1 contract

Samples: Subscription Agreement (5 G Wireless Communications Inc)

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, Agreement and the Registration Rights Agreement, Escrow Agreement and each of the all other agreements entered into by the parties hereto in connection with documents necessary or desirable to effect the transactions contemplated by this Agreement hereby (collectively, collectively the "TRANSACTION DOCUMENTS"), “Transaction Documents”) to which it is a party and to issue the Securities Notes (and the Conversion Shares) in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes (and the Conversion Shares) and the reservation for issuance and the issuance of the Securities pursuant to this Agreement, Conversion Shares have been duly and validly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, Directors or its shareholdersstockholders, (iii) the Transaction Documents have been will be duly and validly executed and delivered by the Company, and (iv) the Transaction Documents when executed will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 1 contract

Samples: Securities Purchase Agreement (Max Cash Media Inc)

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Placement Agent Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"“Transaction Documents”), and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities Shares pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Appears in 1 contract

Samples: Standby Equity Purchase Agreement (Morgan Mining Corp)

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