Corporate Existence; Authority. The Issuer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and it has all requisite power and authority to carry on its business as it is being conducted. The individual executing and delivering this Agreement on behalf of the Issuer has been duly authorized to execute and deliver this Agreement on behalf of the Issuer, and the signature of such individual is binding upon the Issuer.
Corporate Existence; Authority. Each of Borrower and its Subsidiaries is and will continue to be, duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state where such qualification is necessary, except for jurisdictions in which failure to do so would not have a material adverse effect on Borrower. The execution, delivery and performance by Borrower of this Agreement and all other related documents have been duly and validly authorized, do not conflict with Borrower’s formation documents, and do not constitute an event of default under any material agreement by which Borrower is bound. “Subsidiaries” means any entity of which more than 50% of the voting stock or other equity interests is owned or controlled, directly or indirectly, by Borrower.
Corporate Existence; Authority. (i) Tribute is a corporation validly existing and in good standing under the Laws of the jurisdiction of its organization. Tribute has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.
(ii) Tribute has the corporate power and authority to enter into, execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by the Board of Tribute and no other corporate proceedings on the part of Tribute are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Tribute and (assuming the due authorization, execution and delivery by each of the Co-Investors and Pozen) constitutes the valid and binding obligation of Tribute, enforceable against Tribute in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity).
Corporate Existence; Authority. Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of Texas. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary corporate and other action; and no further corporate or other action is necessary for Seller to execute and deliver this Agreement and to consummate and perform its obligations hereunder.
Corporate Existence; Authority. (i) The Company is a corporation duly incorporated and validly existing under the Laws of British Columbia, Canada . The Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.
(ii) The Company has the corporate power and authority to enter into, execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by the Board of the Company. The Board of the Company has determined that this Agreement is advisable to and is in the best interests of the Company and its shareholders and no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by each of the Co-Investors, Pozen and Tribute) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity).
Corporate Existence; Authority. (i) Pozen is a corporation validly existing and in good standing under the Laws of the State of Delaware. Pozen has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.
(ii) Pozen has the corporate power and authority to enter into, execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by the Board of Pozen and no other corporate proceedings on the part of Pozen are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Pozen and (assuming the due authorization, execution and delivery by each of the Co-Investors and Tribute) constitutes the valid and binding obligation of Pozen, enforceable against Pozen in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity).
Corporate Existence; Authority. (i) The Company is a corporation duly incorporated and validly existing under the Laws of British Columbia, Canada. The Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.
(ii) The Company has the corporate power and authority to enter into, execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated hereby (including, without limitation, the issuance of the Shares and the Warrants, and the reservation for issuance and issuance of the Warrant Shares). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by the Board of the Company. The Board of the Company has determined that this Agreement is advisable to and is in the best interests of the Company and its shareholders and, other than requisite shareholder approval, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by each of the Investors) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity).
Corporate Existence; Authority. The Company is a corporation duly ------------------------------ organized, validly existing and in good standing under the laws of Delaware, and it has all requisite power and authority to carry on its business as it is being conducted.
Corporate Existence; Authority. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary corporate and other action; and no further corporate or other action is necessary for Buyer to execute and deliver this Agreement and to consummate and perform its obligations hereunder.
Corporate Existence; Authority. Parent is a corporation duly organized, validly existing and in good standing under the laws of Nevada, and it has all requisite corporate power and authority to carry on its business as it is now being conducted. The individual executing and delivering this Agreement on behalf of Parent has been duly authorized to execute and deliver this Agreement on behalf of Parent, and the signature of such individual is binding upon Parent. All corporate action on the part of the Parent, its officers, directors and stockholders necessary for the authorization of this Agreement, the performance of all obligations of the Parent hereunder and the authorization, sale, issuance and delivery of the Exchange Shares pursuant hereto has been taken.
