Authorization; Valid and Binding Obligation. The Purchaser has all the unrestricted and absolute right, power and authority to execute and deliver this Agreement and the Ancillary Agreements, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which the Purchaser is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement and the Ancillary Agreements to which the Purchaser is a party have been or will be when executed and delivered by the Purchaser duly executed and delivered by the Purchaser, and constitute, or will constitute when executed and delivered by the Purchaser the valid and binding obligations of the Purchaser enforceable against the Purchaser, in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar legal requirements affecting or relating to creditors’ rights generally, and (ii) general principles of equity. No notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Persons (including Governmental Authorities) are necessary to be made or obtained by the Purchaser in connection with the execution, delivery or performance by the Purchaser of this Agreement or the Ancillary Agreements.
Authorization; Valid and Binding Obligation. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement, the performance of all obligations of the Company hereunder and the authorization and exchange of the Replacement Shares for the Exchanged Shares pursuant hereto has been taken. The Replacement Shares, when issued, sold and delivered against receipt of the Exchanged Shares in accordance with the provisions of this Agreement, shall be duly and validly issued, fully paid and non-assessable. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
Authorization; Valid and Binding Obligation. Investor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. [Investor acquired such power and authority by appropriate permitted assignment from [ ]](1) This Agreement constitutes the valid and binding obligation of Investor, enforceable against it in accordance with its terms, assuming the due authorization, execution and delivery hereof by the Company.
Authorization; Valid and Binding Obligation. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
Authorization; Valid and Binding Obligation. Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and thereunder. This Agreement has been duly authorized, executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with the terms hereof except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization or other similar laws and legal and equitable principles limiting or affecting the rights of creditors generally; and/or (ii) general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Authorization; Valid and Binding Obligation. Each Seller has the authority to execute and deliver this Agreement and to perform its or his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Seller and constitutes the valid and legally binding obligation of each Seller enforceable against it or him in accordance with its terms.
Authorization; Valid and Binding Obligation. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by Buyer and constitutes, and the other documents to be executed and delivered pursuant hereto when executed and delivered by Buyer will constitute, the legal, valid and binding obligations of Buyer, enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement and the other agreements of the Buyer contemplated hereby (collectively, the "Buyer's Agreements") do not require the consent of or notice to any third-party. Neither the execution and delivery of the Buyer's Agreements nor the consummation of the transactions contemplated thereby will conflict with or result in any violation of or constitute a default under any term of the certificate of incorporation or bylaws of the Buyer, or any agreement, mortgage, debt instrument, indenture, or other instrument, judgment, decree, order, award, law or regulation by which the Buyer is bound, or result in the creation of any lien, security interest, charge or encumbrance upon any of the assets of the Buyer, or result in the cancellation, modification, revocation or suspension of any license, certificate, permit or authorization held by the Buyer.
Authorization; Valid and Binding Obligation. 21 4.4 Litigation..........................................................................................22 4.5 Stock Consideration.................................................................................22 4.6 Capitalization......................................................................................22 4.7
Authorization; Valid and Binding Obligation. SPMC, Colonial, SP and Jxxxx X. Xxxxx have the authority to execute and deliver this Agreement and to perform their obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of SPMC, Colonial, SP and Jxxxx X. Xxxxx and constitutes the valid and legally binding obligation of each enforceable against them in accordance with its terms.
Authorization; Valid and Binding Obligation. THC has full corporate power and authority to execute and deliver this Agreement and to perform its obligations thereunder. This Agreement has been duly executed and delivered by THC and constitutes the legal, valid and binding obligation of THC, enforceable against it in accordance with its terms.
