Common use of Incorporation; Authorization; Etc Clause in Contracts

Incorporation; Authorization; Etc. Buyer is a business corporation duly organized and validly existing under the laws of the British Virgin Islands. Buyer has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, the performance of Buyer’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary proceedings on the part of Buyer. This Agreement has been, and as of the Closing all of the Ancillary Agreements to be delivered by Buyer will be, duly executed and delivered by Buyer, and, assuming (except in the case of the Convertible Note) the due execution of Seller and any other parties thereto (other than Buyer), constitutes (or will constitute) the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with their terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, rehabilitation, receivership, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Incorporation; Authorization; Etc. Buyer is a business corporation Parent and Merger Sub are duly organized and organized, validly existing and in good standing under the laws of the British Virgin IslandsDelaware. Buyer has Parent and Merger Sub have full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, the performance of BuyerParent’s and Merger Sub’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary company or corporate, as applicable, proceedings on the part of Buyersuch Person. This Agreement has been, and as of the Closing all of when executed and delivered the Ancillary Agreements to be delivered by Buyer which it is a party will be, duly executed and delivered by BuyerParent and Merger Sub, andand constitute and will constitute the legal, assuming (except in the case of the Convertible Note) the due execution of Seller and any other parties thereto (other than Buyer), constitutes (or will constitute) the valid and legally binding obligation obligations of Buyersuch Party, enforceable against Buyer such Party in accordance with their terms, subject to (i) limitations as to enforceability which might result from bankruptcy, insolvency, reorganization, fraudulent transfer, rehabilitation, receivership, moratorium or and other similar laws affecting the enforcement of creditors’ rights generally, generally and (ii) general principles subject to limitations on the availability of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)equitable remedies.

Incorporation; Authorization; Etc. Buyer is a business corporation duly organized and organized, validly existing and in good standing under the laws Laws of the British Virgin Islandsits jurisdiction of formation. Buyer has full power and authority to execute and enter into, deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and or thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by Buyer of this Agreement and the any Ancillary Agreements Agreement to which it is a party, the performance of Buyer’s obligations hereunder and thereunder party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite action on the part of Buyer, and no other proceedings on the part of BuyerBuyer are necessary to authorize this Agreement or the Ancillary Agreements to which Buyer is a party, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, been duly executed and as of the Closing delivered by Buyer (and all of the Ancillary Agreements to which Buyer is a party to be executed and delivered by Buyer at or before Closing will be, be duly executed and delivered by Buyer) and this Agreement (assuming that this Agreement constitutes the legal, and, assuming (except in the case valid and binding obligation of the Convertible Note) the due execution of Seller and any other parties thereto hereto) constitutes, and at the Closing the Ancillary Agreements to which Buyer is a party (assuming that such Ancillary Agreement constitutes the legal, valid and binding obligation of the other than Buyer), constitutes (or parties thereto) will constitute) , the legal, valid and legally binding obligation obligations of Buyer, enforceable against Buyer in accordance with their respective terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, rehabilitation, receivership, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)General Enforceability Exceptions.