Authorization of Sale. All action necessary to authorize the execution, delivery and performance of this Agreement by Seller shall have been taken, and Seller shall have delivered to Purchaser a certificate to such effect executed by each Seller.
Authorization of Sale. On or prior to the date of this Agreement, the Company’s Board of Directors (the “Board”) shall have authorized the sale and issuance of the Shares and the transactions contemplated by this Agreement, subject to the terms and conditions contained herein.
Authorization of Sale. OF SHARES; ANTI-DILUTION; EXCHANGE OF SHARES.
Authorization of Sale. The Seller will provide a resolution of its board of directors authorizing the sale and delivery of the deed, and a certificate of the secretary or assistant secretary of the corporation certifying such resolution and setting forth facts showing that the transfer is in conformity with the requirements of Section 909 of the Business Corporation Law. The deed in such case shall contain a recital sufficient to establish compliance with that section.
Authorization of Sale. Subject to the terms and conditions of this Agreement, the Company has authorized the issuance and sale of up to 2,904,763 shares (the “Shares”) of common stock, no par value per share (the “Common Stock”), of the Company and warrants (the “Warrants”) to purchase up to an additional 726,189 shares of Common Stock (the “Warrant Shares”) at an initial exercise price of $6.56 per share, subject to adjustment. The Company reserves the right to increase or decrease the number of shares of Common Stock and Warrants sold in this private placement prior to the Closing Date. The Shares, the Warrants and the Warrant Shares are sometimes referred to together as the “Securities.”
Authorization of Sale. The officers of Buyer who sign this Agreement have the requisite capacity, power, and authority to do so. The signing and delivery of this Agreement, and all related documents, by Buyer through its officers, and the performance of the Transaction does not (i) violate any Contract to which Buyer is a party; or (ii) violate any provisions of Buyer's Articles of Organization, Operating Agreement, or any of Buyer's other governing documents.
Authorization of Sale. All action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, shall have been duly and validly taken by Seller and the Company.
Authorization of Sale. The execution and delivery of, and performance by the Company of, this Agreement and the completion of the transactions contemplated hereby have been duly authorized by all necessary corporate action on behalf of the Company. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors (or equivalent governing body) of the Company, and no other organizational proceeding on the part of the Company is necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by the Company and (assuming this Agreement constitutes a legal, valid and binding obligation of the other Parties hereto) constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms.
Authorization of Sale. With respect to Xxxxxx, all partnership ---------------------- action necessary by Xxxxxx to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken.
Authorization of Sale. At the time of the execution of this Agreement, Seller shall provide Buyer with an executed copy of any resolutions or other documents required by the bylaws or operating agreements of the Stark Strexx Xthletic Club, Inc. authorizing the sale of essentially all the Assets owned and/or held by the corporation and resolving to enact this Agreement and abide by all terms and conditions thereof. It is agreed that said resolutions and other documents shall include a continuing resolution enabling the Authorized Agent of the corporation, who is the signatory hereof, to execute any and all documents necessary to fully enact this Agreement.
