Authorization; Subsidiaries Sample Clauses
Authorization; Subsidiaries. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company Group are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”).
(b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and fair to and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for con...
Authorization; Subsidiaries. (i) Borrower is and will continue to be, duly organized, validly existing and in good standing under the laws of the State of California, and Borrower is and will continue to be qualified and licensed to do business in all jurisdictions in which any failure to do so would result in a Material Adverse Change. The execution, delivery and performance by Borrower of this Agreement, and all other documents contemplated hereby have been duly and validly authorized by all necessary corporate action, and do not violate Borrower’s Restated Articles of Incorporation or Bylaws, or, in any material respect, any law or any material agreement or instrument which is binding upon Borrower or its property. This Agreement and the Loan Documents are, or when executed and delivered will be, valid and binding obligations of Borrower enforceable in accordance with their respective terms, except, as the same may be limited by equitable principles and by bankruptcy, insolvency, moratorium and other laws of general application affecting the enforcement of creditors’ rights. The reservation for potential issuance of the Preferred Stock and Borrower’s Common Stock pursuant to the terms of this Agreement and the Loan Documents and the Certificate of Determination has been approved by the Borrower’s shareholders.
(ii) Borrower has no wholly-owned or partially owned subsidiaries and is not a partner or joint venturer in any partnership or joint venture, except as set forth on Exhibit C. Borrower’s correct name is set forth in the heading of this Agreement and if Borrower hereafter gives Agent written notice within 15 days after any future change in Borrower’s name this representation shall not be deemed to be breached. True and correct copies of the Borrower’s Restated Articles of Incorporation and Bylaws have been delivered to the Agent.
Authorization; Subsidiaries. Each Pledgor is and will continue to be, duly organized, validly existing and in good standing under the laws of its respective state of incorporation, and is and will continue to be qualified and licensed to do business in the State of California and in all jurisdictions in which any failure to do so would result in a Material Adverse Change. The execution, delivery and performance by each Pledgor of this Agreement and the Loan Documents have been duly and validly authorized by all necessary corporate action, and do not violate its Articles of Incorporation or Bylaws, or, in any material respect, any law or any material agreement or instrument which is binding upon it or its property. This Agreement and the Loan Documents are, or when executed and delivered will be, valid and binding obligations of each Pledgor enforceable in accordance with their respective terms, except as the same may be limited by equitable principles and by bankruptcy, insolvency, moratorium and other laws of general application affecting the enforcement of creditors’ rights. The Company has duly reserved for future issuance a sufficient number of authorized but unissued shares of Common Stock as required to permit the conversion of the Notes and the exercise of the Warrants in full.