Corporate Power and Authority; Due Authorization. The execution, delivery and performance by Funding Recipient of this Agreement and the Security Agreement have been duly authorized by all necessary corporate action by Funding Recipient and do not and will not: (a) require any consent or approval of any Governmental Authorities or other Person, except such consents and approvals as have been secured by Funding Recipient and are in effect on the date of this Agreement; (b) contravene the charter or by-laws of Funding Recipient; (c) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Funding Recipient; (d) result in a breach of, or constitute a default or require any consent under, any indenture or agreement, lease or instrument to which Funding Recipient is a party or its properties may be bound or affected, including, without limitation, any of the Transactional Documents; (e) cause Funding Recipient to be in violation of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, or in default under any such indenture, agreement, lease or instrument, including, without limitation, any of the Transactional Documents; or (f) result in or require the creation or imposition of a Lien, upon or with respect to any of the properties or interests now owned or hereafter acquired by Funding Recipient, except for Liens in favor of the City.
Corporate Power and Authority; Due Authorization. Each of the Seller Parties has full power, capacity and authority, to execute and deliver this Agreement and each of the Transaction Documents to which such Seller Party is or will be a party and to consummate the transactions contemplated hereby and thereby. "Transaction Documents" means each of the agreements, documents and instruments referenced in this Agreement to be executed and delivered by any of the Seller Parties. The board of directors of Seller and AFD (the sole shareholder of Seller), have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of Seller are necessary. The board of directors of AFD and S&F (in its capacity as the sole shareholder of AFD), have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of AFD are necessary. The board of directors of S&F have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of S&F are necessary. Assuming that this Agreement and each of the Transaction Documents which are also Purchaser Transaction Documents (as defined below) constitutes a valid and binding agreement of Purchaser, this Agreement and each of the Transaction Documents to which the Seller and/or any Seller Party, as the case may be, is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of Seller and/or any Seller Party, as the case may be, in each case enforceable by Purchaser in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to the exercise of judicial discretion in accordance with general equity principles.
Corporate Power and Authority; Due Authorization. The Company has full corporate power and authority to execute and deliver this Agreement and each of the Closing Documents to which the Company is or will be a party and to consummate the Transactions. The Board of Directors of the Company at a meeting duly called and held has determined that the Merger is advisable and in the best interest of the Company and has approved it, and has recommended it to the Company's stockholders. The directors of the Company have also duly approved and authorized the execution and delivery of this Agreement and each of the Closing Documents to which the Company is or will be a party and the consummation of the Transactions, and, other than the requisite stockholder vote, no other corporate proceeding on the part of the Company is necessary to approve the Transactions. Assuming that this Agreement and each of the Closing Documents to which Purchaser is a party constitutes a valid and binding agreement of Purchaser, this Agreement and each of the Closing Documents to which the Company or Parent is or will be a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of the Company or Parent, as the case may be, in each case enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the application of general principles of equity. The duly elected officers and directors of the Company are set forth on Schedule 5.2 attached hereto. Copies of the Articles of Incorporation, the Bylaws and all minutes of the Company are contained in the minute books of the Company. True, correct and complete copies of the minute books of the Company have been delivered to Purchaser.
Corporate Power and Authority; Due Authorization. Seller has full corporate power and authority to execute and deliver this Agreement and each of the Transaction Documents to which Seller is or will be a party and to consummate the transactions contemplated hereby. "Transaction Documents" means each of the agreements, documents and instruments referenced in this Agreement to be executed and delivered by Seller. Prior to the Closing, the directors and the stockholders of Seller shall have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents to which Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings shall then be necessary. Assuming that this Agreement and each of the Transaction Documents to which Purchaser is a party constitutes a valid and binding agreement of the Purchaser, this Agreement and each of the Transaction Documents constitutes, or will constitute when executed and delivered, a valid and binding agreement of Seller, in each case enforceable in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to the exercise of judicial discretion in accordance with general equitable principles.
Corporate Power and Authority; Due Authorization. Purchaser has full corporate power and authority to execute and deliver this Agreement and each of the Closing Documents to which Purchaser is or will be a party and to consummate the Transactions. The Board of Directors of Purchaser has duly approved and authorized the execution and delivery of this Agreement and each of the Closing Documents to which it is or will be a party and the consummation of the Transactions and has resolved to submit the Merger to and recommend approval of the Merger by the stockholders of Purchaser, and, except for shareholder approval, no other corporate proceedings on the part of Purchaser are necessary to approve and authorize the execution and delivery of this Agreement and such Closing Documents and the consummation of the Transactions. Assuming that this Agreement and each of the Closing Documents to which Purchaser is a party constitutes a valid and binding agreement of Company and/or Parent, as the case may be, this Agreement and each of the Closing Documents to which Purchaser is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of Purchaser in each case enforceable against Purchaser in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the application of general principles of equity.
Corporate Power and Authority; Due Authorization. Purchaser has full corporate power and authority to execute and deliver this Agreement and each of the Purchaser's Transaction Documents (as defined in Section 8.4 below). Prior to the Closing, the Board of Directors of the Purchaser shall have duly approved and authorized the execution and delivery of this Agreement and each of the Purchaser's Transaction Documents (as defined in Section 8.4 below) and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on the part of the Purchaser are necessary to approve and authorize the execution and delivery of this Agreement and such Purchaser's Transaction Documents and the consummation of the transactions contemplated hereby and thereby. Assuming that this Agreement and each of the Purchaser's Transaction Documents constitutes a valid and binding agreement of Seller and/or the Stockholders, as the case may be, this Agreement and each of the Purchaser's Transaction Documents constitutes, or will constitute when executed and delivered, a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to general equitable principles.
Corporate Power and Authority; Due Authorization. Each of CryoLife and Newco has full corporate power and authority to execute and deliver this Agreement and each of the Closing Documents to which CryoLife or Newco is or will be a party and to consummate the Transactions. The Board of Directors of CryoLife and the Board of Directors and sole stockholder of Newco have duly approved and authorized the execution and delivery of this Agreement and each of the Closing Documents to which it is or will be a party and the consummation of the Transactions, and no other corporate proceedings on the part of CryoLife or Newco are necessary to approve and authorize the execution and delivery of this Agreement and such Closing Documents and the consummation of the transactions contemplated hereby and thereby. Assuming that this Agreement and each of the Closing Documents to which CryoLife or Newco is a party constitutes a valid and binding agreement of IFM and/or the Stockholders, as the case may be, this Agreement and each of the Closing Documents to which CryoLife or Newco is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of CryoLife and/or Newco, as the case may be, in each case enforceable against CryoLife and/or Newco in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the application of general principles of equity.
Corporate Power and Authority; Due Authorization. Purchaser and Merger Sub have full corporate power and authority to execute and deliver this Agreement and each of the agreements, documents and instruments referenced in this Agreement to which each of Purchaser and Merger Sub is or will be a party ("Purchasers' Transaction Documents") and to consummate the transactions contemplated hereby and thereby. The Boards of Directors of Purchaser and Merger Sub have duly approved and authorized the execution and delivery of this Agreement and each of the Purchasers' Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on the part of Purchaser and Merger Sub is necessary to approve and authorize the execution and delivery of this Agreement and such Purchasers' Transaction Documents and the consummation of the transactions contemplated hereby and thereby. Assuming that this Agreement and each of the Purchasers' Transaction Documents constitutes a valid and binding agreement of the Company or Common Stockholders, as the case may be, this Agreement and each of the Purchasers' Transaction Documents constitutes, or will constitute when executed and delivered, a valid and binding agreement of Purchaser and Merger Sub, in each case enforceable against Purchaser and Merger Sub in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to the exercise of judicial discretion in accordance with general equitable principles.
Corporate Power and Authority; Due Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of this Agreement, (ii) the performance of all obligations of the Company under this Agreement and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Series D Preferred Stock being sold hereunder and the Common Stock issuable upon conversion of the Series D Preferred Stock (the "Conversion Stock") has been taken, and this Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, or by general equitable principles.
Corporate Power and Authority; Due Authorization. Cahas has all appropriate power and authority to execute and deliver this Agreement and to consummate all the transactions contemplated herein. No other proceedings on the part of Cahas are necessary to approve and authorize the execution and delivety of this Agreement and the consummation of the contemplated transactions. Assuming that this Agreement and each of Cahas’s Transaction Documents constitutes a valid and binding agreement of MTWD, this Agreement and each document generated and executed as a part of the contemplated transactions will constitute, when executed and delivered, a valid and binding agreement of’ Cahast enforceable against Cahas in accordance with its terms, subject to laws of general application in effect affecting creditors’ rights and subject to the exercise of judicial discretion in accordance with general equitable principles.
