Common use of Authorization of Agreements, Etc Clause in Contracts

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder, and the issuance, sale and delivery of the Purchased Shares have been duly authorized by all requisite corporate action and will not (x) violate (i) any provision of any applicable law, or any order of any court or other governmental agency applicable to the Company, (ii) the charter or organic documents of the Company, or (iii) any provision of any mortgage, lease, indenture, agreement or other instrument to which the Company or any of its properties or assets is bound, or (y) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. (b) The Purchased Shares have been duly authorized and, when issued, sold and delivered in accordance with this Agreement, the Purchased Shares will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges and encumbrances of any nature whatsoever except for any restrictions on transfer that may exist under applicable Japanese and Unites States laws. Neither the issuance, sale or delivery of the Purchased Shares is subject to any preemptive right of stockholders of the Company, or to any right of first refusal or other right in favor of any person.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and Agreement, the performance by the Company of its obligations hereunder, and the issuance, sale and delivery of the Purchased Shares Warrants have been duly authorized by all requisite corporate action and will not (x) violate (i) any provision of any applicable law, or any order of any court or other governmental agency applicable to of government, the Company, (ii) the charter or organic documents Articles of Incorporation of the Company, as amended (the “Charter”), or (iii) the Bylaws of the Company, as amended, or any provision of any mortgage, lease, indenture, agreement or other instrument to which the Company Company, any of its subsidiaries or any of its their respective properties or assets is bound, or (y) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the CompanyCompany or any of its subsidiaries except for such violations or conflicts which would not have a material adverse effect on the Company and its subsidiaries taken as a whole. (b) The Purchased Shares Warrants have been duly authorized and, when issued, sold and delivered exercised in accordance with this Agreementthe terms of the Warrants, the Purchased Shares common stock to be issued upon exercise will be validly issued, fully paid and nonassessable with no personal liability attaching to shares of common stock of the ownership thereof Company and will be free and clear of all liens, charges charges, restrictions, claims and encumbrances of any nature whatsoever except for any restrictions on transfer that may exist under applicable Japanese and Unites States lawsimposed by or through the Company. Neither the The issuance, sale or and delivery of the Purchased Shares Warrants is not subject to any preemptive right of stockholders of the Company, Company or to any right of first refusal or other right in favor of any person.