Organization and Standing; Certificate of Incorporation and Bylaws. The Company is a corporation duly organized and existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement, to sell and to issue the Units hereunder, and to issue the shares of Common Stock issuable upon exercise of the Warrants.
Appears in 5 contracts
Samples: Form of Common Stock and Warrant Purchase Agreement (O2diesel Corp), Common Stock and Warrant Purchase Agreement (O2diesel Corp), Common Stock and Warrant Purchase Agreement (O2diesel Corp)
Organization and Standing; Certificate of Incorporation and Bylaws. The Company is a corporation duly organized organized, validly existing and existing under, and by virtue of, in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite legal and corporate power and authority to execute carry on its business as now conducted and deliver this Agreementas proposed to be conducted. The Company is presently qualified, licensed or domesticated as a foreign corporation or partnership in all jurisdictions in which the failure to sell and be so qualified, licensed or domesticated would result in material adverse consequences to issue the Units hereunder, and to issue the shares of Common Stock issuable upon exercise of the WarrantsCompany or its business.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (Oaktree Capital Management LLC /Adv), Unit Purchase Agreement (Oaktree Capital Management LLC /Adv), Unit Purchase Agreement (Aureal Semiconductor Inc)
Organization and Standing; Certificate of Incorporation and Bylaws. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement, to sell and to issue the Units hereunder, and to issue the shares of Common Stock issuable upon exercise of the Warrants.has
Appears in 1 contract
Organization and Standing; Certificate of Incorporation and Bylaws. The Company is a corporation duly organized organized, validly existing and existing under, and by virtue of, in good standing under the laws of the State state of Delaware and is in good standing under such lawsDelaware. The Company has all requisite legal and corporate power and authority to execute own and deliver this Agreement, to sell operate its properties and to issue the Units hereunderassets, and to issue carry on its business as presently conducted. The Company is currently qualified to do business as a foreign corporation in each jurisdiction where the shares of Common Stock issuable upon exercise failure to be so qualified would have a material adverse effect on the properties or business as now conducted or financial condition of the Warrants.Company and its subsidiaries, taken as a whole. 2 2.2
Appears in 1 contract
Samples: Stock Purchase Agreement (Firstcity Financial Corp)
Organization and Standing; Certificate of Incorporation and Bylaws. The Company is a corporation duly organized and existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement, to sell and to issue the Units Shares and the Warrants hereunder, and to issue the shares of Common Stock issuable upon exercise of the Warrants.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (O2diesel Corp)
