Due Authorization; Capitalization Sample Clauses

Due Authorization; Capitalization. The New Shares being issued by CAG hereunder have been duly authorized and when issued to Xxxxx in exchange for the CIBT Shares as herein provided, shall be validly issued in accordance with BC Securities Laws, fully paid and nonassessable, and free and clear of any Encumbrances. The New Shares being issued hereunder, as of the Closing Date, represent approximately 16.5% of the issued and outstanding common shares of CAG after giving effect to the BMO Transaction and the Exchange. Following the four month holding period required under the policies of the TSX Venture Exchange and BC Securities Laws, the New Shares shall be freely tradeable by Xxxxx.
Sample 1
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Due Authorization; Capitalization. Intel Capital has the requisite corporate power and authority to enter into this Agreement, the Rights Agreement and the Rights and Restrictions Agreement and to perform its obligations hereunder and thereunder. Intel Capital is an indirect, wholly-owned subsidiary of Intel and all outstanding shares of capital stock of Intel Capital are owned free and clear of any pledge, lien or security interests. The execution and delivery of this Agreement, the Rights Agreement and the Rights and Restrictions Agreement, and performance by Intel Capital of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action on the part of Intel Capital. This Agreement constitutes, and the Rights Agreement and the Rights and Restrictions Agreement, when executed and delivered by the parties thereto, will constitute, valid and legally binding obligations of Intel Capital, enforceable against the Intel Capital in accordance with their respective terms, except (a) as may be limited by (i) applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies and (b) as rights to indemnity or contribution may be limited under federal or state securities laws or by principles of public policy thereunder.
Sample 1
Due Authorization; Capitalization. The CIBT Shares being issued by CIBT have been duly authorized and when issued upon exercise of the Warrants as herein provided, shall be validly issued in accordance with BC Securities Laws and shall be fully paid and non-assessable. The capital stock of CIBT, as authorized by the certificate of incorporation, notice of articles or resolutions, as amended, of CIBT, consists of 100,000,000 common shares without par value, of which 19,267,999 common shares are issued and outstanding and held of record, in the aggregate, by CAG and, after giving effect to the Recapitalization, 5,361,667 shares are issued and outstanding and held of record by Xxxxx. Following the BMO Transaction and the Exchange, (a) 5,395,667 common shares of CIBT are outstanding and held by Persons other than CAG ("Remaining Shares"); and (b) there are no outstanding or authorized options, warrants, rights, agreements or commitments to which CAG, CIBT or any of their respective subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any Capital Stock of CIBT or any of its subsidiaries. “
Sample 1
Due Authorization; Capitalization. The CIBT Shares being issued by CIBT have been duly authorized and when issued upon exercise of the Warrants as herein provided, shall be validly issued in accordance with BC Securities Laws and shall be fully paid and non-assessable. The capital stock of CIBT, as authorized by the certificate of incorporation, notice of articles or resolutions, as amended, of CIBT, consists of 100,000,000 common shares without par value, of which 19,267,999 common shares are issued and outstanding and held of record, in the aggregate, by CAG and, after giving effect to the Recapitalization, 5,361,667 shares are issued and outstanding and held of record by Sxxxx. Following the BMO Transaction and the Exchange, (a) 5,395,667 common shares of CIBT are outstanding and held by Persons other than CAG (“Remaining Shares”); and (b) there
Sample 1
Due Authorization; Capitalization. The Parent Shares and the Parent Option being issued hereunder have been duly authorized and, in the case of the Parent Shares, when issued to each Stockholder for the consideration herein provided, shall be fully paid and nonassessable, and in the case of the Parent Option, the shares of Cooperative Holdings' Common Stock underlying the Parent Option when issued to the Optionholder as provided herein and upon exercise of such Parent Option in accordance with the provisions of the applicable agreement representing such Subsidiary Option shall be fully paid and nonassesable. Other than the Parent Shares and the Parent Option being issued hereunder, as of the Closing Date, there are no other equity securities of Cooperative Holdings issued and outstanding.
Sample 1

Related to Due Authorization; Capitalization

  • Organization; Due Authorization If such Sponsor is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Sponsor Agreement and the consummation of the transactions contemplated hereby are within such Sponsor’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor. If such Sponsor is an individual, such Sponsor has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Sponsor Agreement has been duly executed and delivered by such Sponsor and, assuming due authorization, execution and delivery by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Sponsor Agreement is being executed in a representative or fiduciary capacity, the Person signing this Sponsor Agreement has full power and authority to enter into this Sponsor Agreement on behalf of the applicable Sponsor.

  • Due Authorization, etc The execution, delivery and performance by the Borrower of this Agreement are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s certificate of incorporation or bylaws or (ii) law or any material contractual restriction binding on or affecting the Borrower.

  • Due Authorization and Issuance All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities.

  • Due Authorization The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.

  • Due Authorization and Valid Issuance The Company has all requisite power and authority to execute, deliver and perform its obligations under the Agreements, and the Agreements have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares being purchased by the Investor hereunder will, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable.

  • Due Authorization; No Conflict The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s Certificate of Incorporation or Bylaws, nor will they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect.

  • Due Authorization; Binding Obligation The execution and delivery of the Issuer Documents and the consummation of the transactions provided for therein have been duly authorized by all necessary action on its part. Issuer Documents constitute the legal, valid and binding obligation of the Issuer enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies.

  • Due Authorization; Binding Agreement The Company has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by the Company and (assuming due authorization, execution and delivery by the Bondholders) constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

  • Power; Due Authorization; Binding Agreement The Stockholder has all requisite legal capacity, power and authority to execute and deliver this Agreement, to perform his obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors rights generally and equitable principles of general applicability.

  • Due Authorization; No Conflicts The execution and delivery by the Paying Agent of each of the Paying Agent Agreements and the performance by the Paying Agent of its obligations hereunder and thereunder have been duly authorized by the Paying Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

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