Authorization of the Operative Documents. The Company has all requisite corporate right, power and authority to enter into this Agreement, the Indenture and the Registration Rights Agreement and to perform its obligations hereunder and thereunder and the transactions contemplated hereby and thereby have been duly authorized by the Company. This Agreement has been and, as of the First Delivery Date, the Indenture and the Registration Rights Agreement will have been, duly authorized, executed and delivered by the Company and upon such execution by the Company (assuming the due authorization, execution and delivery of such agreements by the other parties thereto) this Agreement, the Indenture and the Registration Rights Agreement will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity, including specific performance (regardless of whether enforcement is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing, and subject to the limitations on rights to indemnification and contribution under applicable law or equitable principles; and the Indenture and Registration Rights Agreement conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Final Offering Memorandum.
Authorization of the Operative Documents. The Operative Documents have been duly authorized, executed and delivered by the Partnership.
Authorization of the Operative Documents. WX Xxxxx Limited has taken the necessary corporate action to authorize its execution and delivery, as applicable, of the Operative Documents to which it is a party and the exercise of its rights and the performance of its obligations under them.
Authorization of the Operative Documents. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, and each of the Operative Documents, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, issuance (or reservation for issuance), sale and delivery of the Purchased Securities and any and all securities issuable upon conversion or exercise thereof (the "Conversion Shares") have been taken or will be taken prior to the Closing, and this Agreement, and each Operative Document, when executed and delivered, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor's rights and general principles of equity.
Authorization of the Operative Documents. Prior to the Initial Closing Date, each Operative Document to which the Company is a party and the Transactions contemplated thereby shall have been duly authorized by the Company as of the Initial Closing Date each such Operative Document shall have been validly executed and filed or delivered by, and, upon such authorization, execution and delivery and assuming the due authorization, execution and delivery of each such Operative Document by the other parties thereto (other than the Certificate of Designations), and with respect to the Notes, upon payment of the Purchase Price for the Notes, is, as of each Closing, the legal, valid and binding obligation of, the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors rights generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
