Common use of Organization and Authorization Clause in Contracts

Organization and Authorization. The Investor is an entity duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party, including all transactions contemplated hereby and thereby. The decision to invest and the execution and delivery of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its obligations hereunder and thereunder and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the Transaction Documents to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and the other Transaction Documents to which the Investor is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 6 contracts

Samples: Equity Purchase Agreement (Rail Vision Ltd.), Structured Equity Financing Agreement (Society Pass Incorporated.), Equity Purchase Agreement (Helbiz, Inc.)

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Organization and Authorization. The Investor is an entity duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all the requisite corporate power and authority to execute, deliver enter into and perform its obligations under the Transaction Documents to which it is a party, including all transactions contemplated hereby party and therebyto purchase or acquire the Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its obligations hereunder and thereunder and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the Transaction Documents to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and the other Transaction Documents to which the Investor it is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 3 contracts

Samples: Equity Purchase Agreement (GameSquare Holdings, Inc.), Equity Purchase Agreement (GameSquare Holdings, Inc.), Equity Purchase Agreement (OneMedNet Corp)

Organization and Authorization. The Investor is an entity duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all the requisite corporate power and authority to execute, deliver enter into and perform its obligations under the Transaction Documents to which it is a party, including all transactions contemplated hereby party and therebyto purchase or acquire Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its obligations hereunder and thereunder and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the Transaction Documents to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and the other Transaction Documents to which the Investor it is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 3 contracts

Samples: Equity Purchase Agreement (Spectral AI, Inc.), Equity Purchase Agreement (Banzai International, Inc.), Equity Purchase Agreement (GigCapital5, Inc.)

Organization and Authorization. The Investor is an entity duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all the requisite corporate power and authority to execute, deliver enter into and perform its obligations under the Transaction Documents to which it is a party, including all transactions contemplated hereby party and therebyto purchase or acquire the Securities (as defined below) in accordance with the terms hereof. The decision to invest and the execution and delivery of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its obligations hereunder and thereunder and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the Transaction Documents to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and the other Transaction Documents to which the Investor it is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 2 contracts

Samples: Prepaid Advance Agreement (Applied Digital Corp.), Prepaid Advance Agreement (Applied Digital Corp.)

Organization and Authorization. The Investor is an entity duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all the requisite corporate power and authority to execute, deliver enter into and perform its obligations under the Transaction Documents to which it is a party, including all transactions contemplated hereby party and therebythis Agreement and to purchase or acquire Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of the Transaction Documents to which it is a party and this Agreement by the Investor, the performance by the Investor of its obligations hereunder and thereunder and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the Transaction Documents to which it is a party and this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement and the other Transaction Documents to which the Investor it is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the CompanyOriginal Company and/or the Company (as applicable), will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 2 contracts

Samples: Equity Purchase Agreement (REZOLVE AI LTD), Equity Purchase Agreement (Armada Acquisition Corp. I)

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Organization and Authorization. The Investor is an entity duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all the requisite corporate power and authority to execute, deliver enter into and perform its obligations under the Transaction Documents documents to which it is a party, including all transactions contemplated hereby and thereby. The decision to invest and the execution and delivery of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its obligations hereunder and thereunder and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the Transaction Documents to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and the other Transaction Documents to which the Investor is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 2 contracts

Samples: Equity Purchase Agreement (SMX (Security Matters) Public LTD Co), Equity Purchase Agreement (Lionheart III Corp)

Organization and Authorization. The Investor is an entity duly organized, validly existing and in good standing under the laws of the Cayman Islands state of Delaware and has all the requisite limited liability company power and authority to execute, deliver enter into and perform its obligations under the Transaction Documents to which it is a party, including all transactions contemplated hereby party and therebyto purchase or acquire the Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its obligations hereunder and thereunder and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the Transaction Documents to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and the other Transaction Documents to which the Investor it is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Appears in 1 contract

Samples: Share Purchase Agreement (Direct Digital Holdings, Inc.)

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