Common use of Company Matters Clause in Contracts

Company Matters. (a) The Company hereby represents and warrants to, and covenants with, the Purchasers and the Seller that: (i) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) the Company has full legal right, power and authority to execute, deliver, and perform its obligations under this Agreement in accordance with their terms, and the execution, delivery and performance of its obligations under this Agreement by the Company have been duly authorized by all necessary action on behalf of the Company; (iii) this Agreement has been duly executed and delivered by the Company and constitutes a legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; (iv) no consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over the Company is required for the execution, delivery or performance by the Company of its obligations hereunder, except for any such consents, approvals, authorizations, orders or permits which the failure to obtain would not have or is not reasonably likely to have a material adverse effect on the Company; (v) neither the execution and delivery of this Agreement by the Company nor the performance of the Company's obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (A) the certificate of incorporation, bylaws or other organizational documents of the Company, or (B) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Company or any of its assets or properties, except for such violations, conflicts, breaches or defaults that would not have or are not reasonably likely to have a material adverse effect on the Company; (vi) as of the date hereof, the Warrant is exercisable for 525,732 shares of Common Stock (the "Warrant Shares"); (vii) the per share exercise price for each of the Warrant Shares is $0.61, for an aggregate exercise price for the Warrant Shares of $320,696.48; (viii) the Board of Directors of the Company has heretofore taken all necessary action to approve, and has approved, for purposes of Section 203 of the Delaware General Corporation Law (including any successor statute thereto "Section 203") the Purchasers' becoming, together with their affiliates and associates, an "interested stockholder" within the meaning of Section 203 by virtue of the execution, delivery and performance of this Agreement, such that, as of the date hereof and from and after the Closing, Section 203 will not be applicable to any "business combination" within the meaning of Section 203 that may take place between one or more of the Purchasers and/or their respective affiliates and associates, on the one hand, and the Company, on the other, as a result of the transactions contemplated by this Agreement or otherwise; (ix) the Company hereby acknowledges and agrees to the assignment of the Warrant to the Purchasers as contemplated by this Agreement and, upon the effectuation of such assignment, the Company shall treat the Purchasers as the holders of the Warrant so as to purchase such number of shares of Common Stock underlying the Warrant (as equitably adjusted from time to time in the event of any stock dividend, stock split, recapitalization, reclassification, recombination or the like) set forth opposite their respective names on Schedule I hereto for all purposes thereunder (notwithstanding any provision in the Warrant, including but not limited to Sections 5 and 9.2 thereof, to the contrary); (x) the Company hereby acknowledges and agrees that this Agreement is the Securities Purchase Agreement by and among the Company, Seller and the Purchasers described in Section 1 of each of the warrants (the "Purchaser Warrants"), numbers W-16, W-17, W-18 and W-19, each dated as of March 15, 2004, issued by the Company to the Purchasers; (xi) as of the time that the Purchaser Warrants were issued to the Purchasers, (A) the Company had full legal right, power and authority to execute, deliver and perform its obligations under the Purchaser Warrants in accordance with their respective terms, (B) the execution, delivery and performance of its obligations under the Purchaser Warrants by the Company were duly authorized by all necessary action on behalf of the Company and (C) no consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over the Company was required for the execution, delivery or performance by the Company of its obligations under the Purchaser Warrants; (xii) the Purchaser Warrants have been duly executed and delivered by the Company and constitute legally valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms; and (xiii) neither the execution and delivery of the Purchaser Warrants by the Company nor the performance of the Company's obligations thereunder violate or will violate, conflict or will conflict with, resulted or will result in a breach of, or constituted or will constitute a default (or an event that, with the giving of notice or the lapse of time, or both, constituted or would constitute a default) under (1) the certificate of incorporation, bylaws or other organizational documents of the Company, or (2) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Company or any of its assets or properties. (b) The Company acknowledges the receipt of adequate consideration for the performance of its obligations under this Agreement.

Company Matters. (a) The Company hereby represents and warrants to, and covenants with, the Purchasers Purchaser and the Seller that: (i) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareMaryland; (ii) the Company has full legal right, power and authority to execute, deliver, and perform its obligations under this Agreement in accordance with their terms, and the execution, delivery and performance of its obligations under this Agreement by the Company have been duly authorized by all necessary action on behalf of the Company; (iii) this Agreement has been duly executed and delivered by the Company and constitutes a legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; (iv) no consent, approval, authorization or order or permit of any courtcourt , governmental agency or body or arbitrator having jurisdiction over the Company is required for the execution, delivery or performance by the Company of its obligations hereunder, except for any such consents, approvals, authorizations, orders or permits which the failure to obtain would not have or is not reasonably likely to have a material adverse effect on the Company; (v) neither the execution and delivery of this Agreement by the Company nor the performance of the Company's ’s obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (A) the certificate articles of incorporation, bylaws or other organizational documents of the Company, or (B) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Company or any of its assets or properties, except for such violations, conflicts, breaches or defaults that would not have or are not reasonably likely to have a material adverse effect on the Company; (vi) as the board of the date hereof, the Warrant is exercisable for 525,732 shares of Common Stock (the "Warrant Shares"); (vii) the per share exercise price for each of the Warrant Shares is $0.61, for an aggregate exercise price for the Warrant Shares of $320,696.48; (viii) the Board of Directors directors of the Company has heretofore taken all necessary action to approve, and has approved, for purposes of Section 203 Sections 3-601 through 3-605 of the Delaware Maryland General Corporation Law (including any successor statute thereto "statutes , together, the “MBCA”) to (A) irrevocably approve and has so approved this Agreement and the transactions contemplated hereby such that neither Purchaser nor its affiliates or associates (together, the “Purchaser Parties”) shall be deemed to be an “interested party” as defined in Section 203"3-601(j) the Purchasers' becoming, together with their affiliates and associates, an "interested stockholder" within the meaning of Section 203 by virtue of the execution, delivery MBCA and performance of this Agreement, such (B) resolve that, as of the date hereof and from and after the Closingdate of such resolution, Section 203 will 3-602 of the MBCA shall not be applicable to any "“business combination" ” within the meaning of Section 203 the MBCA that may take place between one or more of the Purchasers and/or their respective affiliates and associatesPurchaser Parties, on the one hand, and the Company, on the other, as a result of the transactions contemplated by this Agreement or otherwise;; and (ixvii) the Company hereby acknowledges and agrees to the assignment of the Warrant to the Purchasers as contemplated by this Agreement and, upon the effectuation of such assignment, the Company shall treat the Purchasers as the holders of the Warrant so as to purchase such number of 59,004,202 shares of Common Stock underlying the Warrant (as equitably adjusted from time to time in the event of any stock dividend, stock split, recapitalization, reclassification, recombination or the like) set forth opposite their respective names on Schedule I hereto for all purposes thereunder (notwithstanding any provision in the Warrant, including but not limited to Sections 5 are issued and 9.2 thereof, to the contrary); (x) the Company hereby acknowledges and agrees that this Agreement is the Securities Purchase Agreement by and among the Company, Seller and the Purchasers described in Section 1 of each of the warrants (the "Purchaser Warrants"), numbers W-16, W-17, W-18 and W-19, each dated as of March 15, 2004, issued by the Company to the Purchasers; (xi) as of the time that the Purchaser Warrants were issued to the Purchasers, (A) the Company had full legal right, power and authority to execute, deliver and perform its obligations under the Purchaser Warrants in accordance with their respective terms, (B) the execution, delivery and performance of its obligations under the Purchaser Warrants by the Company were duly authorized by all necessary action on behalf of the Company and (C) no consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over the Company was required for the execution, delivery or performance by the Company of its obligations under the Purchaser Warrants; (xii) the Purchaser Warrants have been duly executed and delivered by the Company and constitute legally valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms; and (xiii) neither the execution and delivery of the Purchaser Warrants by the Company nor the performance of the Company's obligations thereunder violate or will violate, conflict or will conflict with, resulted or will result in a breach of, or constituted or will constitute a default (or an event that, with the giving of notice or the lapse of time, or both, constituted or would constitute a default) under (1) the certificate of incorporation, bylaws or other organizational documents of the Company, or (2) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Company or any of its assets or propertiesoutstanding. (b) The Company acknowledges the receipt of adequate consideration for the performance of its obligations under this Agreement.

Company Matters. (a) The Company hereby represents and warrants to, and covenants with, the Purchasers Purchaser and the Seller that: (i) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareMaryland; (ii) the Company has full legal right, power and authority to execute, deliver, and perform its obligations under this Agreement in accordance with their terms, and the execution, delivery and performance of its obligations under this Agreement by the Company have been duly authorized by all necessary action on behalf of the Company; (iii) this Agreement has been duly executed and delivered by the Company and constitutes a legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; (iv) no consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over the Company is required for the execution, delivery or performance by the Company of its obligations hereunder, except for any such consents, approvals, authorizations, orders or permits which the failure to obtain would not have or is not reasonably likely to have a material adverse effect on the Company; (v) neither the execution and delivery of this Agreement by the Company nor the performance of the Company's obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (A) the certificate articles of incorporation, bylaws or other organizational documents of the Company, or (B) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Company or any of its assets or properties, except for such violations, conflicts, breaches or defaults that would not have or are not reasonably likely to have a material adverse effect on the Company; (vi) as the board of the date hereof, the Warrant is exercisable for 525,732 shares of Common Stock (the "Warrant Shares"); (vii) the per share exercise price for each of the Warrant Shares is $0.61, for an aggregate exercise price for the Warrant Shares of $320,696.48; (viii) the Board of Directors directors of the Company has heretofore taken all necessary action to approve, and has approved, for purposes of Section 203 Sections 3-601 through 3-605 of the Delaware Maryland General Corporation Law (including any successor statute thereto statutes , together, the "Section 203MBCA") to (A) irrevocably approve and has so approved this Agreement and the Purchasers' becomingtransactions contemplated hereby such that neither Purchaser nor its affiliates or associates (together, together with their affiliates and associates, the "Purchaser Parties") shall be deemed to be an "interested stockholderparty" within the meaning of as defined in Section 203 by virtue 3-601(j) of the execution, delivery MBCA and performance of this Agreement, such (B) resolve that, as of the date hereof and from and after the Closingdate of such resolution, Section 203 will 3-602 of the MBCA shall not be applicable to any "business combination" within the meaning of Section 203 the MBCA that may take place between one or more of the Purchasers and/or their respective affiliates and associatesPurchaser Parties, on the one hand, and the Company, on the other, as a result of the transactions contemplated by this Agreement or otherwise;; and (ixvii) the Company hereby acknowledges and agrees to the assignment of the Warrant to the Purchasers as contemplated by this Agreement and, upon the effectuation of such assignment, the Company shall treat the Purchasers as the holders of the Warrant so as to purchase such number of 59,008,133 shares of Common Stock underlying the Warrant (as equitably adjusted from time to time in the event of any stock dividend, stock split, recapitalization, reclassification, recombination or the like) set forth opposite their respective names on Schedule I hereto for all purposes thereunder (notwithstanding any provision in the Warrant, including but not limited to Sections 5 are issued and 9.2 thereof, to the contrary); (x) the Company hereby acknowledges and agrees that this Agreement is the Securities Purchase Agreement by and among the Company, Seller and the Purchasers described in Section 1 of each of the warrants (the "Purchaser Warrants"), numbers W-16, W-17, W-18 and W-19, each dated as of March 15, 2004, issued by the Company to the Purchasers; (xi) as of the time that the Purchaser Warrants were issued to the Purchasers, (A) the Company had full legal right, power and authority to execute, deliver and perform its obligations under the Purchaser Warrants in accordance with their respective terms, (B) the execution, delivery and performance of its obligations under the Purchaser Warrants by the Company were duly authorized by all necessary action on behalf of the Company and (C) no consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over the Company was required for the execution, delivery or performance by the Company of its obligations under the Purchaser Warrants; (xii) the Purchaser Warrants have been duly executed and delivered by the Company and constitute legally valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms; and (xiii) neither the execution and delivery of the Purchaser Warrants by the Company nor the performance of the Company's obligations thereunder violate or will violate, conflict or will conflict with, resulted or will result in a breach of, or constituted or will constitute a default (or an event that, with the giving of notice or the lapse of time, or both, constituted or would constitute a default) under (1) the certificate of incorporation, bylaws or other organizational documents of the Company, or (2) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Company or any of its assets or propertiesoutstanding. (b) The Company acknowledges the receipt of adequate consideration for the performance of its obligations under this Agreement.