Authorization; No Restrictions, Consents or Approvals. BioLargo has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by BioLargo and constitutes the legal, valid, binding and enforceable obligation of BioLargo, enforceable against BioLargo in accordance with its terms. The execution and delivery of this Agreement and the consummation by BioLargo of the transactions contemplated herein (including the issuance of the BioLargo Shares in exchange for the Tendered Shares) do not and will not on the Closing (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of BioLargo or any applicable law relating to BioLargo, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo is bound or to which any property of BioLargo is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of BioLargo, (D) constitute an event permitting termination of any material agreement or instrument to which BioLargo is a party or by which any property or asset of BioLargo is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo is a party or by which BioLargo may be bound, or result in the violation by BioLargo of any laws to which BioLargo may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by BioLargo of this Agreement or the performance by BioLargo of its obligations hereunder.
Authorization; No Restrictions, Consents or Approvals. The Company has full power and authority to enter into and perform this Agreement and all corporate action necessary to authorize the execution and delivery of this Agreement and the performance its obligations hereunder has been duly taken. This Agreement has been duly executed by the Company and constitutes the legal, valid, binding and enforceable obligation of the Company, enforceable against the Company in accordance with its terms.
Authorization; No Restrictions, Consents or Approvals. The Shareholders have full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by the Shareholders and constitutes the legal, valid, binding and enforceable obligation of the Shareholders, enforceable against the Shareholders in accordance with its terms. The execution and delivery of this Agreement, the exchange of Shares and the consummation by RJ of the transactions contemplated herein, do not and will not on the Closing Date (i) conflict with or violate any of the terms of the articles of incorporation and bylaws of RJ or any applicable law relating to the Shareholders or RJ, (ii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which the Shareholders RJ is bound or to which any property of the Shareholders or RJ is subject, or constitute a default thereunder, (iii) result in the creation or imposition of any lien on any of the assets of the Shareholders or RJ, (iv) constitute an event permitting termination of any agreement or instrument to which the Shareholders or RJ is a party or by which any property or asset of the Shareholders or RJ is bound or affected, pursuant to the terms of such agreement or instrument, or (v) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which the Shareholders or RJ is a party or by which the Shareholders or RJ may be bound, or result in the violation by the Shareholders or RJ of any laws to which the Shareholders or RJ may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by the Shareholders of this Agreement or the performance by the Shareholders of their respective obligations hereunder.
Authorization; No Restrictions, Consents or Approvals. The Company has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by the Company and constitutes the legal, valid, binding and enforceable obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated herein do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and other organizational documents of the Company, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which the Company is bound or to which any property of the Company is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which the Company has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any Lien on any of the assets of the Company, (D) constitute an event permitting termination of any material agreement or instrument to which the Company is a party or by which any property or asset of the Company is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which the Company has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which the Company is a party or by which the Company may be bound, or result in the violation by the Company of any laws to which the Company may be subject, which would materially adversely affect the transactions contemplated herein.
Authorization; No Restrictions, Consents or Approvals. Alamo CBD has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD and constitutes the legal, valid, binding and enforceable obligation of Alamo CBD, enforceable against Alamo CBD in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD of the Transactions contemplated hereby do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD or any applicable law relating to Alamo CBD, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD is bound or to which any property of Alamo CBD is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBD, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD is a party or by which any property or asset of Alamo CBD is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD is a party or by which Alamo CBD may be bound, or result in the violation by Alamo CBD of any laws to which Alamo CBD may be subject, which would materially adversely affect the Transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD of this Agreement or the performance by Alamo CBD of its obligations hereunder.
Authorization; No Restrictions, Consents or Approvals. Such Shareholder has the right, power, legal capacity and authority to enter into and perform such Shareholder’s obligations under this Agreement; and no approvals or consents are necessary in connection with it. All of the shares of common stock of XXXX owned by such Shareholder are owned free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description.
Authorization; No Restrictions, Consents or Approvals. Infinite Reality has the requisite power and authority to enter into and perform its obligations under this Agreement and to issue the Infinite Reality Shares in accordance with the terms hereof. This Agreement has been duly executed by Infinite Reality and constitutes the legal, valid, binding and enforceable obligation of Infinite Reality, enforceable against Infinite Reality in accordance with its terms. The execution and delivery of this Agreement and the consummation by Infinite Reality of the transactions contemplated herein do not and will not (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Infinite Reality or any applicable law relating to Infinite Reality, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Infinite Reality is bound or to which any property of Infinite Reality is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Infinite Reality has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Infinite Reality, (D) constitute an event permitting termination of any agreement or instrument to which Infinite Reality is a party or by which any property or asset of Infinite Reality is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Infinite Reality has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Infinite Reality is a party or by which Infinite Reality may be bound, or result in the violation by Infinite Reality of any laws to which Infinite Reality may be subject, or which would adversely affect the transactions contemplated herein. Other than the prior written approval of Newbury Street Acquisition Corporation, receipt of which has been obtained by Infinite Realty, no authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Infinite Reality of this Agreem...
Authorization; No Restrictions, Consents or Approvals. The Seller has full power and authority to enter into and perform this Agreement and all corporate action necessary to authorize the execution and delivery of this Agreement and the performance its obligations hereunder has been duly taken. This Agreement has been duly executed by the Seller and constitutes the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms subject to the qualification that the enforcement of certain rights and remedies contained in the Agreement may be limited or affected by applicable bankruptcy, insolvency, reorganization, and other federal and state laws relating to or affecting creditors or secured parties' rights and remedies and to general principles of equity. The execution and delivery of this Agreement, the sale of the Assets and the consummation by the Seller of the transactions contemplated herein, do not and will not on the Closing Date (i) conflict with or violate any of the terms of the Articles of Incorporation and bylaws of the Seller or any applicable bylaws relating to the Seller, (ii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which the Seller is bound or to which any property of the Seller is subject, or constitute a default thereunder, (iii) result in the creation or imposition of any Lien on any of the Assets, (iv) except as set forth in Schedule 4.1 (b), constitute an event permitting termination of any agreement or instrument to which the Seller is a party or by which any property or asset of the Seller is bound or affected, pursuant to the terms of such agreement or instrument, or (v) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which the Seller is a party or by which the Seller may be bound, or result in the violation by the Seller or of any Laws to which the Seller or any assets of the Seller or may be subject, which would materially adversely affect the transactions contemplated herein. Except as set forth in Schedule 4.1(b) no authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by the Seller and of this Agreement or the performance b...
Authorization; No Restrictions, Consents or Approvals. The Buyer has full power and authority to enter into and perform this Agreement, and has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the performance by the Buyer of its obligations hereunder. This Agreement has been duly executed by the Buyer and constitutes the legal, valid, binding, and enforceable obligation of the Buyer, enforceable against the Buyer in accordance with its terms. The execution and delivery of this Agreement and the consummation by the Buyer of the transactions contemplated herein or hereby, do not and will not on the Closing Date (i) conflict with or violate any of the terms of the Buyer's Articles of Incorporation or Bylaws or any applicable Law relating to the Buyer, (ii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation, or instrument by which the Buyer is bound or to which any property of the Buyer is subject, or constitute a default thereunder, or (iii) result in the violation by the Buyer of any laws to which the Buyer or any assets of the Buyer may be subject which would materially adversely affect the transaction contemplated herein. Except as set forth in Schedule 4.2(b), no authorization, consent, or approval of any governmental authority or any other person is necessary or required in connection with the execution and delivery by the Buyer of this Agreement or the performance by the Buyer of the Buyer's obligations hereunder.
Authorization; No Restrictions, Consents or Approvals. The Holder has the full right, power (and capacity, if the Holder is an individual) and authority to enter into and perform the Holder’s obligations under this Agreement; and no approvals or consents are necessary in connection with it. The Holder (if the Holder is not an individual) is duly incorporated, organized or formed, validly existing and in good standing under the laws of its state or country of incorporation, organization or formation (as the case may be). This Agreement, when executed and delivered by the Holder, will constitute a valid and legally binding obligation of the Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The person signing this Agreement to bind the Holder has been duly authorized by the Holder to do so.
