Corporate Power and Authority; Binding Agreement Sample Clauses

Corporate Power and Authority; Binding Agreement. Attached as Exhibit A are copies of the Company's articles of incorporation, as amended ("Articles of Incorporation"), by-laws, as amended ("Bylaws"), and minutes of all meetings of the Company's board of directors and shareholders, or written consents in lieu thereof, from the date of the Company's incorporation through the date of this Agreement (collectively, the "Company Minutes"). The Company has the requisite corporate power and authority to enter into and perform this Agreement and each of the other agreements as may be entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transactional Documents") and to sell the Common Shares as herein contemplated. This Transactional Documents have been duly authorized, executed and delivered on behalf of the Company and is the valid and binding obligation of the Company, enforceable in accordance with their respective terms, subject only to the effect, if any, of bankruptcy laws or similar laws relating to the insolvency of debtors and to principles of equity. The Company is not in violation of its Articles of Incorporation or Bylaws or any applicable statute, rule, regulation or ordinance, except as may be set forth on Schedule 3b hereto, nor is the Company in default under any order, writ, judgment, injunction or decree of any court, government agency or arbitration tribunal applicable to the Company. Bryant Villeponteau, Ph.D. is an oxxxxxx xxx xxxxxxxx of both the Company and the Buyer. The Company has satisfied all applicable provisions of the California Corporations Code with respect to any approvals necessary to execute this Agreement and the Transactional Documents and to consummate the transactions herein and therein contemplated with respect to transactions with affiliates.
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Corporate Power and Authority; Binding Agreement. (a) Radiant has all necessary corporate power and authority to execute and deliver this Agreement and the Related Agreements, to perform its obligations hereunder and thereunder, and subject to obtaining the approval of this Agreement and the Separation Agreement and the transactions contemplated hereby and thereby by the holders of a majority of the qualified shares pursuant to Section 14-2-863 of the GBCC (the “Radiant Shareholder Approval”), to consummate the Separation and the Exchange and the other transactions contemplated by this Agreement and the Related Agreements. The execution, delivery and performance by Radiant of this Agreement and the Related Agreements, and the consummation by Radiant of the Separation and the Exchange and the other transactions contemplated by this Agreement and the Related Agreements, have been duly authorized by all necessary corporate action (including, without limitation, the unanimous approval of the Board) and no other corporate proceedings on the part of Radiant are necessary to authorize this Agreement or the Related Agreements or to consummate the Exchange or the Separation or the other transactions contemplated by this Agreement and the Related Agreements (in each case other than obtaining the Radiant Shareholder Approval). (b) This Agreement has been duly executed and delivered by Radiant and constitutes the legal, valid and binding obligation of Radiant, enforceable against Radiant in accordance with its terms. Each of the Related Agreements, when duly executed and delivered, will constitute the legal, valid and binding obligation of Radiant, enforceable against Radiant in accordance with its terms.
Corporate Power and Authority; Binding Agreement. (a) Xxxxxx Industries has all necessary corporate power and authority to execute and deliver this Agreement and a Registration Rights Agreement (as hereinafter defined), to perform its obligations hereunder and thereunder, subject to obtaining the approval of the Exchange and the Warrant Conversion by the holders of a majority of the qualified shares of Xxxxxx Common Stock at the Shareholders' Meeting (as defined below) (the "XXXXXX SHAREHOLDER APPROVAL"), to consummate the Exchange, the Warrant Conversion, the Note Amendment and the other transactions contemplated by this Agreement. The execution, delivery and performance by Xxxxxx Industries of this Agreement and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action (including, without limitation, the approval of the Board) and no other corporate proceedings on the part of Xxxxxx Industries are necessary to authorize this Agreement, a Registration Rights Agreement or to consummate the Exchange, the Warrant Conversion, the Note Amendment or any other transactions contemplated by this Agreement (other than obtaining the Xxxxxx Shareholder Approval with respect to the Exchange). (b) This Agreement has been duly executed and delivered by Xxxxxx Industries and constitutes the legal, valid and binding obligation of Xxxxxx Industries, enforceable against Xxxxxx Industries in accordance with its terms.
Corporate Power and Authority; Binding Agreement. (a) Xxxxxx Industries has all necessary corporate power and authority to execute and deliver this Agreement and a Registration Rights Agreement (as hereinafter defined), to perform its obligations hereunder and thereunder, and to consummate the Exchange, the Warrant Conversion, the Note Agreement and the other transactions contemplated by this Agreement. The execution, delivery and performance by Xxxxxx Industries of this Agreement and the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action (including, without limitation, the approval of the Board) and no other corporate proceedings on the part of Xxxxxx Industries are necessary to authorize this Agreement, a Registration Rights Agreement or to consummate the Exchange, the Warrant Conversion, the Note Agreement or any other transactions contemplated by this Agreement. (b) This Agreement has been duly executed and delivered by Xxxxxx Industries and constitutes the legal, valid and binding obligation of Xxxxxx Industries, enforceable against Xxxxxx Industries in accordance with its terms.

Related to Corporate Power and Authority; Binding Agreement

  • Corporate Power and Authority The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

  • Corporate Power and Authorization The Borrower has the corporate power and authority to execute, deliver, perform, and take all actions contemplated by, each of the Loan Documents to which it is a party, and all such action has been duly and validly authorized by all necessary corporate proceedings on its part. Without limiting the foregoing, the Borrower has the corporate power and authority to borrow pursuant to the Loan Documents to the fullest extent permitted hereby and thereby from time to time, and has taken all necessary corporate action to authorize such borrowings.

  • Power and Authority; Binding Obligation The Seller has the power and authority to execute and deliver this Receivables Purchase Agreement and to carry out its terms; and the execution, delivery and performance of this Receivables Purchase Agreement has been duly authorized by the Seller by all necessary action. This Receivables Purchase Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

  • Requisite Power and Authority Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

  • Corporate Power The Company has all requisite corporate power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

  • Existence, Power and Authority If not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Full Power and Authority Buyer represents that it has full power and authority to enter into this Agreement.

  • Corporate Existence, Power and Authority (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

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