Common use of Corporate Acts and Proceedings Clause in Contracts

Corporate Acts and Proceedings. All corporate acts and proceedings required for the authorization, execution and delivery of this Agreement and the Registration Rights Agreement, the offer, issuance and delivery of the Securities and the performance of this Agreement, the Registration Rights Agreement (except to the extent that additional Board action may be required to effect a Securities Act registration) and the terms of the Certificate have been lawfully and validly taken or will have been so taken prior to the Closing.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Value America Inc /Va), Preferred Stock Purchase Agreement (Value America Inc /Va)

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Corporate Acts and Proceedings. All corporate acts and proceedings required for the authorization, execution and delivery of this Agreement and the Registration Rights AgreementAncillary Agreements, the offer, issuance and delivery of the Securities and the performance of this Agreement, the Registration Rights Agreement (except to the extent that additional Board action may be required to effect a Securities Act registration) ), and the Stockholders Agreement and the terms of the Certificate have been lawfully and validly taken or will have been so taken prior to the Closing.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Value America Inc /Va), Preferred Stock Purchase Agreement (Value America Inc /Va)

Corporate Acts and Proceedings. All corporate acts and proceedings required for the authorization, execution and delivery of this Agreement Agreement, and the Registration Rights AgreementTransaction Documents, the offer, issuance and delivery of the Securities and the performance of this AgreementAgreement and the Transaction Documents, the Registration Rights Agreement (except to the extent that additional Board action may be required to effect a Securities Act registration) and the terms of the Certificate Warrants have been lawfully and validly taken or will have been so taken prior to the ClosingEffective Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (New Visual Entertainment Inc)

Corporate Acts and Proceedings. All corporate acts and proceedings required for the authorization, execution and delivery of this Agreement Agreement, the Warrant Certificates and the Registration Rights Agreement, the offer, issuance and delivery of the Securities and the performance of this Agreement, the Warrant Certificates, the Registration Rights Agreement (except to the extent that additional Board action may be required to effect a Securities Act registration) and the terms of the Certificate have been lawfully and validly taken or will have been so taken prior to the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Jd American Workwear Inc)

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Corporate Acts and Proceedings. All corporate acts and proceedings required for the authorization, execution and delivery of this Agreement and the Registration Rights AgreementRelated Agreements, the offer, issuance and delivery of the Securities Notes, the borrowing of money pursuant to this Agreement and the performance of this Agreement, the Registration Rights Agreement (except to the extent that additional Board action may be required to effect a Securities Act registration) and the terms of the Certificate each Related Agreement have been lawfully and validly taken or will have been so taken prior to the Initial Loan Closing.

Appears in 1 contract

Samples: Revolving Loan Agreement (Value America Inc /Va)

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