Common use of Organization and Existence Clause in Contracts

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 122 contracts

Samples: Securities Purchase Agreement (Success Entertainment Group International Inc.), Securities Purchase Agreement (Rocky Mountain High Brands, Inc.), Securities Purchase Agreement (Rocky Mountain High Brands, Inc.)

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Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Appears in 25 contracts

Samples: Securities Purchase Agreement (Skye Bioscience, Inc.), Securities Purchase Agreement (vTv Therapeutics Inc.), Securities Purchase Agreement (Ocular Therapeutix, Inc)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement.

Appears in 18 contracts

Samples: Purchase Agreement (SharpSpring, Inc.), Purchase Agreement (OptimizeRx Corp), Purchase Agreement (Aehr Test Systems)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 16 contracts

Samples: Purchase Agreement (Tarantella Inc), Purchase Agreement (Conductus Inc), Purchase Agreement (Converted Organics Inc.)

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Appears in 15 contracts

Samples: Securities Purchase Agreement (Sky Harbour Group Corp), Securities Purchase Agreement (Eliem Therapeutics, Inc.), Securities Purchase Agreement (Skye Bioscience, Inc.)

Organization and Existence. Such Investor is an individual or a validly existing corporation, limited partnership partnership, or limited liability company and has all requisite individual, corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 13 contracts

Samples: Securities Purchase Agreement (SMG Industries Inc.), Securities Purchase Agreement (Emerald Dairy Inc), Securities Purchase Agreement (NewEra Technology Development Co., LTD)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Centogene N.V.), Securities Purchase Agreement (Advaxis, Inc.), Securities Purchase Agreement (Advaxis, Inc.)

Organization and Existence. Such If such Investor is a validly existing corporation, limited partnership or limited liability company company, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and to consummate the Securities pursuant transactions contemplated by the Transaction Documents and otherwise to this Agreementcarry out its obligations hereunder and thereunder.

Appears in 9 contracts

Samples: Purchase Agreement (Sphere 3D Corp.), Purchase Agreement (Sphere 3D Corp.), Purchase Agreement (Sphere 3D Corp)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 8 contracts

Samples: Purchase Agreement (Sahara Media Holdings, Inc.), Purchase Agreement (AMBER Ready, Inc), Purchase Agreement (AMBER Ready, Inc)

Organization and Existence. Such If applicable, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Madrigal Pharmaceuticals, Inc.), Securities Purchase Agreement (Madrigal Pharmaceuticals, Inc.), Preferred Stock and Warrant Purchase Agreement (Visualant Inc)

Organization and Existence. Such Investor Investor, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreementauthority.

Appears in 6 contracts

Samples: Purchase Agreement (Genco Shipping & Trading LTD), Purchase Agreement (Genco Shipping & Trading LTD), Purchase Agreement (Genco Shipping & Trading LTD)

Organization and Existence. Such Investor is either an individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 6 contracts

Samples: Note Purchase Agreement (Opexa Therapeutics, Inc.), Investment Unit Purchase Agreement (Auxilio Inc), Investment Unit Purchase Agreement (Auxilio Inc)

Organization and Existence. Such Investor Investor, if other than an individual, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 5 contracts

Samples: Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.), Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.), Securities Purchase Agreement (Provectus Pharmaceuticals Inc)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and to consummate the Securities pursuant transactions contemplated by the Transaction Documents and otherwise to this Agreementcarry out its obligations hereunder and thereunder.

Appears in 5 contracts

Samples: Purchase Agreement (PLx Pharma Inc.), Purchase Agreement (PLx Pharma Inc.), Purchase Agreement (Viking Systems Inc)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Aileron Therapeutics Inc), Securities Purchase Agreement (Invitae Corp), Securities Purchase Agreement (Spring Bank Pharmaceuticals, Inc.)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company company, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and to consummate the Securities pursuant transactions contemplated by the Transaction Documents and otherwise to this Agreementcarry out its obligations hereunder and thereunder.

Appears in 5 contracts

Samples: Purchase Agreement (MacFarlane Family Ventures, LLC), Subscription Agreement (Sphere 3D Corp), Subscription Agreement (Sphere 3D Corp)

Organization and Existence. Such Investor Investor, if an entity, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Note pursuant to this Agreement.

Appears in 4 contracts

Samples: Purchase Agreement (BitNile Holdings, Inc.), Purchase Agreement (BitNile Holdings, Inc.), Purchase Agreement (BitNile Holdings, Inc.)

Organization and Existence. Such Investor is a duly organized, validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in good standing under the Securities pursuant to this AgreementLaws of the jurisdiction of its organization.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Rezolute, Inc.), Securities Purchase Agreement (Molecular Templates, Inc.), Securities Purchase Agreement (Threshold Pharmaceuticals Inc)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and in good standing under the laws of the jurisdiction of its organization, and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and to consummate the Securities pursuant to this Agreementtransactions contemplated by the Transaction Documents and otherwise carry out its obligations thereunder.

Appears in 3 contracts

Samples: Purchase Agreement (Remedent, Inc.), Share and Warrant Purchase Agreement (Golden Phoenix Minerals Inc /Mn/), Purchase Agreement (Remedent, Inc.)

Organization and Existence. Such If the Investor is not an individual, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 3 contracts

Samples: Purchase Agreement (PRECISION OPTICS Corp INC), Purchase Agreement (Precision Optics Corporation Inc), Purchase Agreement (Precision Optics Corporation Inc)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Notes pursuant to this Agreement.;

Appears in 3 contracts

Samples: Securities Purchase Agreement (Blue Water Petroleum Corp.), Securities Offering Agreement (Arkanova Energy Corp), Securities Offering Agreement (Arkanova Energy Corp)

Organization and Existence. Such The Investor is a validly existing -------------------------- corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 3 contracts

Samples: Purchase Agreement (Amerigon Inc), Exchange Agreement (Amerigon Inc), Purchase Agreement (Amerigon Inc)

Organization and Existence. Such If the Investor is an entity, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power duly incorporated or organized, validly existing and authority to invest in good standing under the Securities pursuant to this Agreementlaws of the jurisdiction of its incorporation or organization.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Delta Technology Holdings LTD), Securities Purchase Agreement (National Art Exchange, Inc.), Securities Purchase Agreement (China Commercial Credit Inc)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership corporation or limited liability company and has all requisite corporate, partnership corporate or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 3 contracts

Samples: Purchase Agreement (Interleukin Genetics Inc), Purchase Agreement (Interleukin Genetics Inc), Purchase Agreement (Ursus Telecom Corp)

Organization and Existence. Such If the Investor is an entity, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 3 contracts

Samples: Securities Purchase Agreement (H/Cell Energy Corp), Securities Purchase Agreement (H/Cell Energy Corp), Purchase Agreement (Blacksands Petroleum, Inc.)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement. Such Investor (if not an individual) has not been formed for the specific purpose of acquiring the Shares. Such Investor has provided the Company with its jurisdiction of organization and its principal place of business.

Appears in 3 contracts

Samples: Purchase Agreement (Central European Distribution Corp), Purchase Agreement (Harbin Electric, Inc), Purchase Agreement (Central European Distribution Corp)

Organization and Existence. Such If Investor is an entity, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Debentures pursuant to this Agreement. If Investor is a natural person, such Investor resides in the jurisdiction set forth on the signature pages affixed hereto and has all requisite authority to invest in the Debentures pursuant to this Agreement.

Appears in 3 contracts

Samples: Purchase Agreement (Gulf United Energy, Inc.), Purchase Agreement (Gulf United Energy, Inc.), Purchase Agreement (Gulf United Energy, Inc.)

Organization and Existence. Such Investor is either an individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement, and to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise carry out its obligations hereunder and thereunder.

Appears in 3 contracts

Samples: Purchase Agreement (Response Genetics Inc), Purchase Agreement (Response Genetics Inc), Purchase Agreement (Response Genetics Inc)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement, or is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act and had the requisite authority to invest in the Shares pursuant to this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Lustros Inc.), Purchase Agreement (Axion Power International, Inc.)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in purchase the Securities pursuant to this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Aldeyra Therapeutics, Inc.), Purchase Agreement (Aldeyra Therapeutics, Inc.)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership -------------------------- corporation or limited liability company and has all requisite corporate, partnership corporate or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Sheffield Pharmaceuticals Inc), Purchase Agreement (Cambridge Heart Inc)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Units pursuant to this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Inseego Corp.), Securities Purchase Agreement (MEI Pharma, Inc.)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement. The Investor is controlled by one or more U.S. citizens and is not owned or controlled, directly or indirectly, by a person or entity listed on the List of Specially Designated Nationals and Block Persons administered by the U.S. Department of Treasury Office of Foreign Assts Control.

Appears in 2 contracts

Samples: Purchase Agreement (Adept Technology Inc), Purchase Agreement (Adept Technology Inc)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement. Such Investor (if not an individual) has not been formed for the specific purpose of acquiring the Securities. Such Investor has provided the Company with its jurisdiction of organization and its principal place of business.

Appears in 2 contracts

Samples: Purchase Agreement (Georesources Inc), Purchase Agreement (Find SVP Inc)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company company, as the case may be, and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Applied Neurosolutions Inc), Purchase Agreement (Ion Networks Inc)

Organization and Existence. Such Investor is a duly organized and validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 2 contracts

Samples: Investment and Transaction Agreement (Pointer Telocation LTD), Investment and Transaction Agreement (Id Systems Inc)

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Clearside Biomedical, Inc.), Investment Agreement (Conformis Inc)

Organization and Existence. Such To the extent such Investor is a validly existing corporationan entity, limited partnership or limited liability company such Investor has been duly organized and has all requisite corporate, partnership or partnership, limited liability company or other entity power and authority to invest in the Securities pursuant to this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cryoport, Inc.), Securities Purchase Agreement (Cryoport, Inc.)

Organization and Existence. Such Investor is an individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Rainmaker Systems Inc), Purchase Agreement (Vantagemed Corp)

Organization and Existence. Such If such Investor is a corporation, partnership, limited liability company, trust or other entity, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Immunic, Inc.), Securities Purchase Agreement (SAB Biotherapeutics, Inc.)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Regeneration Technologies Inc), Purchase Agreement (Artisoft Inc)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or partnership, limited liability company or trust and has all requisite corporate, partnership or partnership, limited liability company or trust power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Local Bounti Corporation/De), Securities Purchase Agreement (Local Bounti Corporation/De)

Organization and Existence. Such Investor is a duly organized and validly existing corporation, limited partnership or limited liability company company, is in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Remark Media, Inc.), Purchase Agreement (Remark Media, Inc.)

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Private Placement ADSs pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Silence Therapeutics PLC), Securities Purchase Agreement (Silence Therapeutics PLC)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares or the Warrants, as applicable, pursuant to this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Lyra Therapeutics, Inc.), Securities Purchase Agreement (Lyra Therapeutics, Inc.)

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents to which such Investor is a party and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Entrada Therapeutics, Inc.), Securities Purchase Agreement (Monte Rosa Therapeutics, Inc.)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement, and was not formed solely for the purpose of investing in the Securities.

Appears in 2 contracts

Samples: Purchase Agreement (Caprius Inc), Purchase Agreement (Caprius Inc)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Closing Securities pursuant to this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Immunic, Inc.), Securities Purchase Agreement (Ayala Pharmaceuticals, Inc.)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this AgreementAgreement and to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (Ats Medical Inc), Common Stock and Warrant Purchase Agreement (Ats Medical Inc)

Organization and Existence. Such Unless such Investor is an individual, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Entasis Therapeutics Holdings Inc.), Securities Purchase Agreement (Innoviva, Inc.)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement.

Appears in 2 contracts

Samples: Stock Purchase and Settlement Agreement (Al Yousuf LLC), Stock Purchase and Settlement Agreement (Altair Nanotechnologies Inc)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Common Shares, the Preferred Shares or the Warrants, as applicable, pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Celcuity Inc.)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (Renavotio, Inc.)

Organization and Existence. Such If an Investor is an entity, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Innovate Biopharmaceuticals, Inc.)

Organization and Existence. Such If the Investor is an entity, such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Appears in 1 contract

Samples: Securities Purchase Agreement (Morphic Holding, Inc.)

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Securities, and as applicable the Conversion Securities, pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Appears in 1 contract

Samples: Securities Purchase Agreement (BICYCLE THERAPEUTICS PLC)

Organization and Existence. Such If applicable, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement. 5.2.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cancer Genetics, Inc)

Organization and Existence. Such The Investor is either an individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement, and to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Purchase Agreement (Response Genetics Inc)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or partnership, limited liability company or other legal entity and has all requisite corporate, partnership or partnership, limited liability company or other power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Major League Football Inc)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this AgreementAgreement and was not formed solely for the purpose of investing in the Shares.

Appears in 1 contract

Samples: Purchase Agreement (Pfsweb Inc)

Organization and Existence. Such Investor is a validly existing corporation, foundation, trust, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Enova Systems Inc)

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Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in purchase the Securities Shares pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Thestreet, Inc.)

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity; has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement; and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Appears in 1 contract

Samples: Securities Purchase Agreement (Karyopharm Therapeutics Inc.)

Organization and Existence. Such If not an individual, such Investor is a validly existing corporation, limited partnership or limited liability company and is in good standing under the laws of the jurisdiction of its organization, and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and to consummate the Securities pursuant to this Agreementtransactions contemplated by the Transaction Documents and otherwise carry out its obligations hereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Golden Phoenix Minerals Inc)

Organization and Existence. Such Investor is a validly existing corporation, private company limited partnership or limited liability company by shares and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Preferred Shares pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Igate Corp)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to execute and deliver the Agreements to which it is a party to and to invest in the Securities Notes pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Kroll Inc)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or partnership, limited liability company or other legal entity, and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (SurePure, Inc.)

Organization and Existence. Such In the event such Investor is a validly existing corporation, limited partnership or limited liability company company, it is validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement, and was not formed solely for the purpose of investing in the Securities.

Appears in 1 contract

Samples: Purchase Agreement (Caprius Inc)

Organization and Existence. Such Investor is an -------------------------- individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Vantagemed Corp)

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Pre-Funded Warrants pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Appears in 1 contract

Samples: Securities Purchase Agreement (RAPT Therapeutics, Inc.)

Organization and Existence. Such Each Investor is an individual or a validly existing corporation, limited partnership partnership, or limited liability company and has all requisite individual, corporate, partnership or limited liability company power and authority to invest in the Securities Common Stock pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emy's Salsa Aji Distribution Company, Inc.)

Organization and Existence. Such Investor (if an entity) is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (LCC International Inc)

Organization and Existence. Such If the Investor is an entity, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Pegasi Energy Resources Corporation.)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership partnership, or limited liability company and has all requisite individual, corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Spire Global, Inc.)

Organization and Existence. Such Investor is a duly organized, validly existing corporation, limited partnership or limited liability company in good standing under the laws of the state of its organization and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (AVRA Surgical Robotics, Inc.)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership partnership, trust or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (WPCS International Inc)

Organization and Existence. Such Investor is a duly ---------------------------- organized, validly existing corporation, limited partnership or limited liability company in good standing under the laws of its jurisdiction of organization and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Locateplus Holdings Corp)

Organization and Existence. Such The Investor is an individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (First Virtual Communications Inc)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Debenture pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Youblast Global, Inc.)

Organization and Existence. Such The Investor is a duly organized or incorporated, validly existing corporation, limited partnership corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate, partnership corporate or limited liability company power and authority to enter into this Agreement and the Registration Rights Agreement and invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Inkine Pharmaceutical Co Inc)

Organization and Existence. Such Investor Investor, if applicable, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Terabeam, Inc.)

Organization and Existence. Such Unless such Investor is an individual, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Selecta Biosciences Inc)

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents to which such Investor is a party and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Appears in 1 contract

Samples: Investment Agreement (CRISPR Therapeutics AG)

Organization and Existence. Such Investor is a validly existing business trust, corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aclaris Therapeutics, Inc.)

Organization and Existence. Such Investor is either an individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares to be purchased by such Investor pursuant to this Agreement, and to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Purchase Agreement (Response Genetics Inc)

Organization and Existence. Such Investor is a validly -------------------------- existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Telular Corp)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company or limited partnership and has all requisite corporate, partnership or limited liability company or limited partnership power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Investment Agreement (Insci Statements Com Corp)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Debenture and Warrant pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Youblast Global, Inc.)

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the Transactions and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pacific Biosciences of California, Inc.)

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Purchased ADSs pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Appears in 1 contract

Samples: Securities Purchase Agreement (Amryt Pharma PLC)

Organization and Existence. Such The Investor is a duly organized limited liability company, validly existing corporationand in good standing under the Laws of its jurisdiction of organization, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Wabash National Corp /De)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in fulfill its obligations under this Agreement and the Securities pursuant to this Agreementother Transaction Documents.

Appears in 1 contract

Samples: Purchase Agreement (Onyx Software Corp/Wa)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by this Agreement and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Invitae Corp)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and consummate the Securities transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to acquire the Shares pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Spectrum Pharmaceuticals Inc)

Organization and Existence. Such Investor is a duly organized, validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in good standing under the Securities pursuant to this Agreementlaws of the jurisdiction of its organization.

Appears in 1 contract

Samples: Purchase Agreement (Tobira Therapeutics, Inc.)

Organization and Existence. Such Investor Investor, if an entity, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Imperalis Holding Corp.)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company company, if other than an individual, and has all requisite corporate, partnership or limited liability company or other applicable power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aethlon Medical Inc)

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Alpnet Inc)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or partnership, limited liability company or other legal entity and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Syros Pharmaceuticals, Inc.)

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and to consummate the Securities pursuant transactions contemplated by the Transaction Documents and otherwise to this Agreementcarry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Purchase Agreement (Glu Mobile Inc)

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