Corporate Power; Authority. The Company has all requisite corporate power and authority to enter into this Agreement, the NLAG Registration Rights Agreement, the Jimirro Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement, the Jimirro Security Agreement, and the Van Wilder Assignment Documents (in xxxx xxxx, as defined in Article 5) and the Company will have at the Closing Date all requisite corporate power to issue and sell the Shares and the Warrants, to issue the Common Stock (as defined in Section 3.3) initially issuable upon conversion of the Shares and the Option Shares (as defined below) (the "Conversion Shares") or upon exercise of the Warrants (the "Warrant Shares"), to grant the Option, to issue the shares of Series B Preferred issuable upon exercise of the Option (the "Option Shares"), to issue the Warrants issuable upon the exercise of the Option, and to carry out and perform its obligations under the terms of this Agreement, the NLAG Registration Rights Agreement, the Jimirro Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement, the Jimirro Security Agreement, each Warrant Agreement and the Van Wilder Assignment Documents xxx xxx xxxer agreements contemplated hereby to which the Company is to be a party (collectively, the "Company Relevant Documents"). All corporate action on the part of the Company, its directors and shareholders necessary for the due authorization, execution, delivery and performance by the Company of the Company Relevant Documents, the approval, adoption and filing with the Secretary of State of the State of California of the Amended and Restated Articles and the approval and adoption of the Amended and Restated Bylaws and the consummation of the transactions contemplated herein and therein, and for the grant of the Option and the due authorization, issuance and delivery of the Warrants, the Shares, the Option Shares, the Warrant Shares and the Conversion Shares, has been taken or will be taken prior to the Closing. Each Company Relevant Document is a legal, valid and binding obligation of the Company, enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of credito...
Corporate Power; Authority. The Company has all requisite legal and corporate power and authority to execute and deliver the Transaction Agreements, to sell and issue the Notes and Warrants in accordance with this Agreement, to issue shares of Common Stock issuable upon exercise of the Warrants ( the “Warrant Shares”), and to carry out and perform the Company’s obligations under the terms of the Transaction Agreements. Each Transaction Agreement to which it is a party has been duly executed by the Company, and when delivered by the Company in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Company, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Corporate Power; Authority. The Company has full corporate power and authority to enter into this Agreement and each of the Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement, and the Ancillary Agreements, the issuance of the Purchase Shares and Warrants, the issuance upon conversion of the Purchase Shares of the Shares, the issuance upon exercise of the Warrants of the Warrant Shares, and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of the Company and, subject to the receipt of approval of the Company's shareholders as contemplated by Section 6.4, no other corporate proceeding on the part of the Company is necessary to authorize and approve this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. This Agreement has been, and at the Closing each Ancillary Agreement will be, duly executed and delivered by, and constitutes or will constitute a valid and binding obligation of, the Company, enforceable against the Company in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies).
Corporate Power; Authority. The Purchaser has full corporate power and authority to enter into this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement, and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of the Purchaser and no other corporate proceeding on the part of the Purchaser is necessary to authorize and approve this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. This Agreement has been, and at the Closing, each Ancillary Agreement will be, duly executed and delivered by, and constitutes or will constitute a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies).
Corporate Power; Authority. Selling Parties have all requisite corporate power and authority to enter into, perform and carry out this Agreement. This Agreement has been duly authorized, executed and delivered by the Selling Parties, and constitutes a legal and valid obligation of each of the Selling Parties, enforceable in accordance with its terms.
Corporate Power; Authority. Houghten has all requisite legal and corporate power and has taken all requisite corporate action to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered on behalf of Houghten and constitutes the valid and binding agreement of Houghten, enforceable in accordance with its terms.
Corporate Power; Authority. (a) The Company has the requisite power and authority to execute and deliver this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby.
Corporate Power; Authority. Merck has all requisite legal and -------------------------- corporate power and has taken all requisite corporate action to execute, deliver and perform it obligations under this Agreement. This Agreement has been duly authorized, executed and delivered on behalf EXHIBIT A of Merck and constitutes the valid and binding agreement of Merck, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally and (iii) rights to indemnification and contribution hereunder may be limited by applicable law.
Corporate Power; Authority. Whale has all requisite legal and corporate power and has taken all requisite corporate action to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered on behalf of Whale and constitutes the valid and binding agreement of Whale, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) as limited by equitable principles generally.
Corporate Power; Authority. (a) The Company has the requisite power and authority to execute and deliver this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby.
(b) Except for the Company Stockholder Approval, the execution and delivery of this Agreement by the Company, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate actions on the part of the Company. This Agreement and each other agreement contemplated hereby to which the Company is a party constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as limited by bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity or in an action for specific performance.
