Authorization of Agreements, Etc. Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, and the execution and delivery by Purchaser of this Agreement and the performance by Purchaser of its obligations hereunder have been duly authorized by all requisite corporate or other action and will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision of the Purchaser’s organizational documents as currently in effect (if Purchaser is not a natural person); (b) any provision of any judgment, decree or order to which Purchaser is a party or by which it is bound; (c) any material contract or agreement to which the Company is a party or by which it is bound (as defined in Item 601(b)(10) of Regulation S-K under the Exchange Act; or (d) any statute, rule or governmental regulation applicable to the Company, except for such violations, conflicts or defaults as would not individually or in the aggregate have a material adverse effect on the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tiger Media, Inc.), Stock Purchase Agreement (Tiger Media, Inc.)
Authorization of Agreements, Etc. Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, and the The execution and delivery by Purchaser the Company of this Agreement and Agreement, the performance by Purchaser the Company of its obligations hereunder hereunder, and the issuance, sale and delivery of the Shares have been duly authorized by all requisite corporate or other action and will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision of the PurchaserCompany’s organizational documents memorandum and articles of association, as currently in effect (if Purchaser is not a natural person)amended, or by-laws, as amended; (b) any provision of any judgment, decree or order to which Purchaser the Company is a party or by which it is bound; (c) any material contract or agreement to which the Company is a party or by which it is bound (as defined in Item 601(b)(10) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); or (d) any statute, rule or governmental regulation applicable to the Company, except for such violations, conflicts or defaults as would not individually or in the aggregate have a material adverse effect Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tiger Media, Inc.), Stock Purchase Agreement (Tiger Media, Inc.)
Authorization of Agreements, Etc. Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, and the The execution and delivery by Purchaser the Company of this Agreement and Agreement, the performance by Purchaser the Company of its obligations hereunder hereunder, and the issuance, sale and delivery of the Shares have been duly authorized by all requisite corporate or other action and will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision of the PurchaserCompany’s organizational documents Articles of Incorporation, as currently in effect (if Purchaser is not a natural person)amended, or Bylaws, as amended; (b) any provision of any judgment, decree or order to which Purchaser the Company is a party or by which it is bound; (c) any material contract or agreement to which the Company is a party or by which it is bound (as defined in Item 601(b)(10) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); or (d) any statute, rule or governmental regulation applicable to the Company, except for such violations, conflicts or defaults as would not individually or in the aggregate have a material adverse effect on the Company.
Appears in 2 contracts
Samples: Debt Exchange Agreement (Non Invasive Monitoring Systems Inc /Fl/), Stock Purchase Agreement (Non Invasive Monitoring Systems Inc /Fl/)
Authorization of Agreements, Etc. Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, and the The execution and delivery by Purchaser the Company of this Agreement and Agreement, the performance by Purchaser the Company of its obligations hereunder hereunder, and the issuance, sale and delivery of the Shares have been duly authorized by all requisite corporate or other action and will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision of the PurchaserCompany’s organizational documents Certificate of Incorporation, as currently in effect (if Purchaser is not a natural person)amended, or Bylaws, as amended; (b) any provision of any judgment, decree or order to which Purchaser the Company is a party or by which it is bound; (c) any material contract or agreement to which the Company is a party or by which it is bound (as defined in Item 601(b)(10) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); or (d) any statute, rule or governmental regulation applicable to the Company, except for such violations, conflicts or defaults as would not individually or in the aggregate have a material adverse effect on the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Non Invasive Monitoring Systems Inc /Fl/), Stock Purchase Agreement (SafeStitch Medical, Inc.)
Authorization of Agreements, Etc. Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, and the The execution and delivery by Purchaser the Company of this Agreement and Agreement, the performance by Purchaser the Company of its obligations hereunder hereunder, and the issuance, sale and delivery of the Securities, have been duly authorized by all requisite corporate or other action and will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision of the PurchaserCompany’s organizational documents Amended and Restated Articles of Association, as currently in effect (if Purchaser is not a natural person)amended; (b) any provision of any judgment, decree or order to which Purchaser the Company is a party or by which it is bound; (c) any material contract or agreement to which the Company is a party or by which it is bound (as defined in Item 601(b)(10) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); or (d) any statute, rule or governmental regulation applicable to the Company, except for such violations, conflicts or defaults as would not individually or in the aggregate have a material adverse effect on the Company.
Appears in 1 contract
Authorization of Agreements, Etc. Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, and the The execution and delivery by Purchaser the Company of this Agreement and Agreement, the performance by Purchaser the Company of its obligations hereunder hereunder, and the issuance, sale and delivery of the Securities have been duly authorized by all requisite corporate or other action and will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision of the PurchaserCompany’s organizational documents Articles of Incorporation, as currently in effect (if Purchaser is not a natural person)amended, or Bylaws, as amended; (b) any provision of any judgment, decree or order to which Purchaser the Company is a party or by which it is bound; (c) any material contract or agreement to which the Company is a party or by which it is bound (as defined in Item 601(b)(10) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); or (d) any statute, rule or governmental regulation applicable to the Company, except for such violations, conflicts or defaults as would not individually or in the aggregate have a material adverse effect on the Company.
Appears in 1 contract
Samples: Waiver and Exchange Agreement (Dolphin Entertainment, Inc.)
Authorization of Agreements, Etc. Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, and the The execution and delivery by Purchaser the Company of this Agreement and Agreement, the performance by Purchaser the Company of its obligations hereunder hereunder, and the issuance, sale and delivery of the Purchaser Securities have been duly authorized by all requisite corporate or other action and will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision of the PurchaserCompany’s organizational documents Certificate of Incorporation, as currently in effect (if Purchaser is not a natural person)amended, or Bylaws, as amended; (b) any provision of any judgment, decree or order to which Purchaser the Company is a party or by which it is bound; (c) any material contract or agreement to which the Company is a party or by which it is bound (as defined in Item 601(b)(10) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); or (d) any statute, rule or governmental regulation applicable to the Company, except for such violations, conflicts or defaults as would not individually or in the aggregate have a material adverse effect on the Company.
Appears in 1 contract
Authorization of Agreements, Etc. Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, and the The execution and delivery by Purchaser the Company of this Agreement and Agreement, the performance by Purchaser the Company of its obligations hereunder hereunder, and the issuance, sale and delivery of the Purchaser Shares have been duly authorized by all requisite corporate or other action and will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision of the PurchaserCompany’s organizational documents Certificate of Incorporation, as currently in effect (if Purchaser is not a natural person)amended, or Bylaws, as amended; (b) any provision of any judgment, decree or order to which Purchaser the Company is a party or by which it is bound; (c) any material contract or agreement to which the Company is a party or by which it is bound (as defined in Item 601(b)(10) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); or (d) any statute, rule or governmental regulation applicable to the Company, except for such violations, conflicts or defaults as would not individually or in the aggregate have a material adverse effect on the Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (IDI, Inc.)
Authorization of Agreements, Etc. Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, and the The execution and delivery by Purchaser the Company of this Agreement and Agreement, the performance by Purchaser the Company of its obligations hereunder hereunder, and the issuance, sale and delivery of the Securities have been duly authorized by all requisite corporate or other action and will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision of the PurchaserCompany’s organizational documents Certificate of Incorporation, as currently in effect (if Purchaser is not a natural person)amended, or Bylaws, as amended; (b) any provision of any judgment, decree or order to which Purchaser the Company is a party or by which it is bound; (c) any material contract or agreement to which the Company is a party or by which it is bound (as defined in Item 601(b)(10) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); or (d) any statute, rule or governmental regulation applicable to the Company, except for such violations, conflicts or defaults as would not individually or in the aggregate have a material adverse effect on the Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (SafeStitch Medical, Inc.)