Existence; Authority; Binding Effect. The Noteholder is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Noteholder has full legal capacity, power and authority to execute and deliver this Agreement, the Additional Agreements, and any other agreements or instruments executed or to be executed by it in connection herewith and to consummate the transactions contemplated herein and therein. The execution, delivery and performance by the Noteholder of this Agreement, the Additional Agreements and any other agreements or instruments executed or to be executed and delivered by the Noteholder in connection herewith, and the consummation of the transactions contemplated hereby and thereby by the Noteholder, have been duly and validly authorized and approved by the board of directors or other governing body of the Noteholder, and no other actions on the part of the Noteholder are necessary in respect thereof. This Agreement is, and each of the Additional Agreements and the other agreements and instruments executed hereunder by the Noteholder in connection herewith will be, a valid and binding obligation of the Noteholder, in each case, to the extent party thereto, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Existence; Authority; Binding Effect. The Company is (i) duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to enter into this Agreement and consummate the transaction contemplated hereby. The execution and delivery of this Agreement and any other agreements or instruments executed or to be executed and delivered in connection herewith, and the consummation of the transactions contemplated hereby and thereby, by the Company have been duly and validly authorized and approved by the board of directors of the Company and no other actions on the part of the Company are necessary in respect thereof other than those that will be taken prior to the Closing. This Agreement is, and each agreement and instrument executed hereunder by the Company in connection herewith will be, a valid and binding obligation of the Company, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”).
Existence; Authority; Binding Effect. The Company is (i) duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and (ii) duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing as that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The execution and delivery of this Agreement, the Subscription Agreements, each other Transaction Document and any other agreements or instruments executed or to be executed and delivered in connection herewith, and the consummation of the transactions contemplated hereby and thereby, by the Company, including the issuance and delivery of the New Securities to the Noteholders pursuant to this Agreement, have been duly and validly authorized and approved by the board of directors of the Company and no other actions on the part of the Company are necessary in respect thereof other than (i) the Requisite Affirmative Vote for each of (A) the proposal presented for the approval of the issuance of the Shares and the shares of Common Stock issuable pursuant to the Equity Raise for purposes of NYSE American Rules 713(a)-(b) and 705 in connection with the consummation of the transactions contemplated by this Agreement (the “NYSE American Approval”) and (B) the proposal presented at the Stockholders Meeting for the reincorporation of the Company in Delaware and approval of the Certificate of Incorporation (the “Delaware Charter”) in the form attached hereto as Exhibit E (the “Delaware Charter Approval” and, collectively with the NYSE American Approval, the “Shareholder Approvals”) and (ii) the approval of the board of directors of the Company after conversion into a Delaware corporation. This Agreement is, and each other Transaction Document and the other agreements and instruments executed hereunder by the Company in connection herewith will be, a valid and binding obligation of the Company, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by the Enforceability Exceptions.
Existence; Authority; Binding Effect. PSCM and the Shareholders are duly incorporated or organized, validly existing and in good standing under the laws of their jurisdiction of organization. PSCM and the Shareholders have full legal capacity, power and authority to execute and deliver this Agreement, and any other agreements or instruments executed or to be executed by it in connection herewith and to consummate the transactions contemplated herein and therein. The execution, delivery and performance by PSCM and the Shareholders of this Agreement and any other agreements or instruments executed or to be executed and delivered by PSCM and the Shareholders in connection herewith, and the consummation of the transactions contemplated hereby and thereby by PSCM and the Shareholders, have been duly and validly authorized and approved by the board of directors or other governing body of PSCM and the Shareholders, and no other actions on the part of PSCM or the Shareholders are necessary in respect thereof. PSCM has all necessary power and authority to act for and bind the Shareholders to this Agreement and to perform their obligations hereunder. This Agreement is, and the other agreements and instruments executed hereunder by PSCM and the Shareholders in connection herewith will be, a valid and binding obligation of PSCM and the Shareholders, in each case, to the extent party thereto, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by the Enforceability Exceptions.
Existence; Authority; Binding Effect. (i) The Noteholder is duly formed, validly existing and in good standing or active under the laws of its jurisdiction of organization.
Existence; Authority; Binding Effect. (i) The Company is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization.
Existence; Authority; Binding Effect. Each Series B Holder is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has all necessary power and authority to own its properties and to carry on its business as presently conducted. Each Series B Holder has full legal capacity, power and authority to execute and deliver this Agreement, and any other agreements or instruments executed or to be executed by them in connection herewith, to consummate the transactions contemplated herein and therein, and perform its obligations hereunder. The execution, delivery and performance by each such Series B Holder of this Agreement and any other agreements or instruments executed or to be executed and delivered by such Series B Holder in connection herewith, and the consummation of the transactions contemplated hereby and thereby by the Series B Holders, has been duly and validly authorized and approved by the general partner or other governing body of such Series B Holder, and no other actions on the part of such Series B Holder is necessary in respect thereof. This Agreement is, and the other agreements and instruments executed hereunder by such Series B Holder in connection herewith will be, a valid and binding obligation of such Series B Holder, in each case, to the extent party thereto, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by the Enforceability Exceptions.
Existence; Authority; Binding Effect. Each of the SoftBank Parties is validly existing and in good standing under the Laws of the state of its organization (to the extent such concept exists in such jurisdiction), and has all requisite corporate, partnership, limited liability company, or other organizational power and authority to enter into this Agreement and to carry out the transactions contemplated herein, and to perform its respective obligations under this Agreement and the other documents contemplated herein. Except as expressly provided in this Agreement, each of the SoftBank Parties has all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the transactions contemplated by, and perform its respective obligations under, this Agreement. This Agreement is a legal, valid, and binding obligation of each of the SoftBank Parties, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.
Existence; Authority; Binding Effect. GE is a corporation validly existing under the laws of the State of Delaware. GE has the requisite corporate power and authority to enter into and perform this Agreement. The execution, delivery and performance by GE of this Agreement (including, without limitation, the issuance of the GE Shares in accordance with this Agreement) have been duly authorized by all necessary action by GE. This Agreement has been duly and validly executed and delivered by GE and constitutes the legally valid and binding obligation of GE, enforceable against GE in accordance with the terms hereof, except (a) as may be limited by applicable bankruptcy, insolvency, reorganization, or others laws of general application relating to or affecting the enforcement of creditors’ rights generally and (b) as may be limited by the effect of rules of law governing the availability of equitable remedies.
Existence; Authority; Binding Effect. Group is duly incorporated or organized, validly existing and in good standing under the laws of the State of Delaware. Group has full legal capacity and power to execute and deliver this Agreement and any other agreements or instruments to be executed and delivered by it pursuant to this Agreement and to consummate the transactions contemplated herein or therein. This Agreement is, and each other agreement and instrument to be executed and delivered by Group pursuant to this Agreement will, upon such execution and delivery, be, a valid and binding obligation of Group enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
