Common use of Organization; Authority Clause in Contracts

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 429 contracts

Samples: Securities Purchase Agreement (Top KingWin LTD), Securities Purchase Agreement (FTC Solar, Inc.), Securities Purchase Agreement (Lucid Diagnostics Inc.)

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Organization; Authority. Such The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 38 contracts

Samples: Securities Purchase Agreement (New Era Helium Inc.), Securities Purchase Agreement (Aditxt, Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 34 contracts

Samples: Securities Purchase Agreement (Nuburu, Inc.), Securities Purchase Agreement (Hub Cyber Security Ltd.), Securities Purchase Agreement (Hub Cyber Security Ltd.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 19 contracts

Samples: Securities Purchase Agreement (Mullen Automotive Inc.), Securities Purchase Agreement (Borqs Technologies, Inc.), Securities Purchase Agreement (Borqs Technologies, Inc.)

Organization; Authority. Such The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder.

Appears in 12 contracts

Samples: Securities Purchase Agreement (Kiora Pharmaceuticals Inc), Securities Purchase Agreement (Cyclacel Pharmaceuticals, Inc.), Securities Purchase Agreement (Aridis Pharmaceuticals, Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to conduct its business as currently conducted and enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Velo3D, Inc.), Securities Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co), Securities Purchase Agreement (Velo3D, Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization Applicable Law, with the all requisite power corporate or trust power, as applicable, and authority to enter into this Agreement and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out perform its obligations hereunder and thereunderhereunder.

Appears in 10 contracts

Samples: Agreement and Plan of Reorganization (Aim Variable Insurance Funds), Plan of Reorganization (Aim Tax Exempt Funds), Agreement and Plan of Reorganization (Aim Funds Group)

Organization; Authority. Such Buyer (i) if an entity, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder, or (ii) if an individual, has the legal capacity to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Movano Inc.), Securities Purchase Agreement (Movano Inc.), Securities Purchase Agreement (TFF Pharmaceuticals, Inc.)

Organization; Authority. Such The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 8 contracts

Samples: Secured Debenture Purchase Agreement (Ideanomics, Inc.), Secured Debenture Purchase Agreement (Ideanomics, Inc.), Secured Debenture Purchase Agreement (Ideanomics, Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Noco-Noco Inc.), Securities Purchase Agreement (Luokung Technology Corp.), Securities Purchase Agreement (Skyline Medical Inc.)

Organization; Authority. Such If such Buyer is an entity entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 7 contracts

Samples: Securities Purchase Agreement (U-Vend, Inc.), Securities Purchase Agreement (U-Vend, Inc.), Securities Purchase Agreement (Pegasi Energy Resources Corporation.)

Organization; Authority. Such If such Buyer is an entity, it is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 6 contracts

Samples: Securities Purchase Agreement (ONCOSEC MEDICAL Inc), Securities Purchase Agreement (Ampio Pharmaceuticals, Inc.), Securities Purchase Agreement (Broadfin Capital, LLC)

Organization; Authority. Such The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) this Agreement and all documents contemplated by this Agreement to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Hispanica International Delights of America, Inc.), Securities Purchase Agreement (Hispanica International Delights of America, Inc.), Securities Purchase Agreement (Innovus Pharmaceuticals, Inc.)

Organization; Authority. Such Buyer Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Taronis Technologies, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party this Agreement and otherwise to carry out its obligations hereunder and thereunder.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Lm Funding America, Inc.), Share Exchange Agreement (Lm Funding America, Inc.), Securities Purchase Agreement (Neurotrope, Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined in Section 3b below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Enveric Biosciences, Inc.), Securities Purchase Agreement (GridIron BioNutrients, Inc.), Securities Purchase Agreement (GridIron BioNutrients, Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Lakeland Bancorp Inc), Securities Purchase Option Agreement (Eco-Stim Energy Solutions, Inc.), Securities Purchase Agreement (First Busey Corp /Nv/)

Organization; Authority. Such The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with organization, and the Buyer has the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party this Agreement and otherwise to carry out its obligations hereunder and thereunder.

Appears in 4 contracts

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

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined in Section 3(b) below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Recruiter.com Group, Inc.), Securities Purchase Agreement (Recruiter.com Group, Inc.), Securities Purchase Agreement (Truli Technologies, Inc.)

Organization; Authority. Such The Buyer is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder.

Appears in 3 contracts

Samples: Securities Purchase Agreement (OKYO Pharma LTD), Securities Purchase Agreement (OKYO Pharma LTD), Securities Purchase Agreement (OKYO Pharma LTD)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined belowin Section 3(b)) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Prentice Capital Management, LP), Securities Purchase Agreement (Ascendia Brands, Inc.), Securities Purchase Agreement (Power Medical Interventions, Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership or other entity power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is shall be a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 3 contracts

Samples: Purchase Agreement (Spiralfrog, Inc), Purchase Agreement (Mohen, Inc.), Securities Purchase Agreement (Nesco Industries Inc)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Avanex Corp), Securities Purchase Agreement (Avanex Corp), Securities Purchase Agreement (Avanex Corp)

Organization; Authority. Such The Buyer is an entity duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party hereby and otherwise to carry out its obligations hereunder and thereunderhereunder.

Appears in 3 contracts

Samples: Unit Purchase Agreement (ALT5 Sigma Corp), Unit Purchase Agreement (ALT5 Sigma Corp), Unit Purchase Agreement (JanOne Inc.)

Organization; Authority. Such Buyer is either (i) an individual with sufficient legal capacity or (ii) an entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or organization, as applicable, with the all requisite power and authority authority, and has taken all requisite corporate or other action, as applicable, to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 3 contracts

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

Organization; Authority. Such Each Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) and to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Telecommunication Systems Inc /Fa/), Securities Purchase Agreement (24/7 Real Media Inc)

Organization; Authority. Such Each Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (NAKED BRAND GROUP LTD), Securities Purchase Agreement (NAKED BRAND GROUP LTD)

Organization; Authority. Such Buyer Buyer, if an entity, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Q BioMed Inc.), Securities Purchase Agreement (Q BioMed Inc.)

Organization; Authority. Such If an entity, such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder. If an individual, such Buyer has the legal capacity and the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Fuse Science, Inc.), Securities Purchase Agreement (Fuse Science, Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate power and authority to conduct its business as currently conducted and to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Debenture Purchase Agreement (Remark Holdings, Inc.), Debenture Purchase Agreement (Remark Holdings, Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Probility Media Corp), Securities Purchase Agreement (Probility Media Corp)

Organization; Authority. Such Buyer if an entity, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (TDH Holdings, Inc.), Securities Purchase Agreement (TDH Holdings, Inc.)

Organization; Authority. Such Buyer Buyer, if an entity and thus applicable, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (OneMedNet Corp), Securities Purchase Agreement (OneMedNet Corp)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization Applicable Law, with the all requisite power trust power, and authority to enter into this Agreement and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out perform its obligations hereunder and thereunderhereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Aim Equity Funds), Agreement and Plan of Reorganization (Aim Equity Funds)

Organization; Authority. Such Buyer Buyer, if an entity, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with organization, and such Buyer has the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) this Agreement to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cerecor Inc.), Securities Purchase Agreement (CorMedix Inc.)

Organization; Authority. Such The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement, the Transaction Documents (Note and each of the other agreements and instruments entered into or delivered by the Buyer in connection with the transactions contemplated hereby and thereby, as defined below) may be amended from time to which it is a party time, and otherwise to carry out its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (H/Cell Energy Corp), Securities Purchase Agreement (H/Cell Energy Corp)

Organization; Authority. Such Buyer is an entity duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Kona Gold Beverage, Inc.)

Organization; Authority. Such Buyer is Buyer, if an entity is duly organized, ------------------------ validly existing and in good standing under the laws of the jurisdiction of its organization with organization. Buyer has the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sorell, Inc)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined belowherein) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Celsus Therapeutics Plc.)

Organization; Authority. Such Buyer is an entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization with the all requisite power and authority authority, and has taken all requisite corporate or other action, to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Phoenix Biotech Acquisition Corp.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aura Systems Inc)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder. Such Buyer was not formed for the specific purpose of acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Biodelivery Sciences International Inc)

Organization; Authority. Such Buyer (if not a Management Investor) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined in Section 3(b) below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement ('Mktg, Inc.')

Organization; Authority. Such Buyer is an entity duly organized, validly ----------------------- existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Charys Holding Co Inc)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to conduct its business as currently conducted and to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Blue Hat Interactive Entertainment Technology)

Organization; Authority. Such The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunderhereunder.

Appears in 1 contract

Samples: Securities Exchange Agreement (Workhorse Group Inc.)

Organization; Authority. Such If an entity, such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with organization. Such Buyer has the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (CorMedix Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with organization, and Buyer has the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party this Agreement and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cerecor Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership or other entity power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vcampus Corp)

Organization; Authority. Such Buyer is an entity a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its organization with in which it is incorporated and has the requisite full corporate power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (perform this Agreement and to carry on its business as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunderpresently being conducted.

Appears in 1 contract

Samples: Asset Acquisition Agreement (President Casinos Inc)

Organization; Authority. Such Buyer Buyer, where applicable, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Scorpius Holdings, Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party this Agreement and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tapimmune Inc)

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Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership or other entity power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (MDwerks, Inc.)

Organization; Authority. Such Each Buyer is an entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lear Corp)

Organization; Authority. Such Buyer is an entity a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization with incorporation, and is duly authorized, qualified and licensed under all applicable Laws to carry on its business in the requisite places and in the manner presently conducted, except for where the failure to be so authorized, qualified or licensed would not have a Material Adverse Effect. Buyer has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated by Transactions. On or before the Transaction Documents (as defined below) Closing, all corporate action of Buyer necessary to which it is a party and otherwise to carry out its obligations hereunder and thereunderapprove the Transactions shall have been taken.

Appears in 1 contract

Samples: Purchase and Sale of Assets Agreement (Market & Research Corp.)

Organization; Authority. Such The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined in Section 3(b) below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lord Global Corp)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunderparty.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ascendia Brands, Inc.)

Organization; Authority. Such Buyer Buyer, if applicable, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (AnPac Bio-Medical Science Co., Ltd.)

Organization; Authority. Such If Buyer is an entity entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and to consummate the Transaction and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Hagerty, Inc.)

Organization; Authority. Such Buyer Buyer, if an entity, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Buyer Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Roadzen Inc.)

Organization; Authority. Such The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The Buyer was not created, or is not being used, solely to permit purchases of or to hold securities without a prospectus in reliance on a prospectus exemption.

Appears in 1 contract

Samples: Securities Purchase Agreement

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization Applicable Law, with the all requisite trust power and authority to enter into this Agreement and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out perform its obligations hereunder and thereunderhereunder.

Appears in 1 contract

Samples: Plan of Reorganization (Short-Term Investments Trust II)

Organization; Authority. Such Buyer is an entity duly organized, ------------------------ validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership or other entity power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents (as defined below) to which it is a party (as defined below) and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Charys Holding Co Inc)

Organization; Authority. Such Buyer is either (i) an individual with legal capacity to enter into the transactions contemplated hereby or (ii) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

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

Organization; Authority. Such Buyer Buyer, if an entity, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party this Agreement and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Atrinsic, Inc.)

Organization; Authority. Such If such Buyer is an entity, such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder. If such Buyer is an individual, such Buyer has the legal capacity and right to enter into and to consummate the transactions contemplated by the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Direct, Inc)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization set forth across from its name on the Schedule of Buyers attached hereto with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Digital Angel Corp)

Organization; Authority. Such If such Buyer is an entity entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Hub Cyber Security Ltd.)

Organization; Authority. Such If such Buyer is an entity entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with organization, and in any event such Buyer has the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Resonant Inc)

Organization; Authority. Such The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite full right, partnership power and authority to enter into and to consummate the transactions contemplated hereby, and the execution, delivery and performance by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunderBuyer of the transactions contemplated hereby have been duly authorized by the Buyer.

Appears in 1 contract

Samples: Note Purchase Agreement (HDS International Corp.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (ReneSola LTD)

Organization; Authority. Such Buyer (if an entity) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Generation Income Properties, Inc.)

Organization; Authority. Such The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) this Agreement to which it is a party and otherwise to carry out its obligations hereunder and thereunderhereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vuzix Corp)

Organization; Authority. Such Buyer is Buyer, if an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with organization. Buyer has the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sorell, Inc)

Organization; Authority. Such Buyer is either an individual or is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eyenovia, Inc.)

Organization; Authority. Such If an entity, such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Crumbs Bake Shop, Inc.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to conduct its business as currently conducted and to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bit Digital, Inc)

Organization; Authority. Such Buyer is a natural person or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with organization, and has the requisite power power, authority and authority legal capacity to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

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

Organization; Authority. Such Buyer Buyer, if an entity and thus applicable, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Data Knights Acquisition Corp.)

Organization; Authority. Such Buyer is either (i) an individual with sufficient legal capacity or (ii) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization organization, as applicable, with the requisite power and authority authority, and has taken all requisite corporate or other action, as applicable, to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eastside Distilling, Inc.)

Organization; Authority. Such Buyer is an entity a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the organization, and has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by the Transaction Documents (as defined below) Agreements to which it is a party and otherwise any other agreements contemplated by this Agreement to carry out its obligations hereunder be entered into by Buyer at Closing, and thereunder.to

Appears in 1 contract

Samples: Share Purchase Agreement (Getty Images Inc)

Organization; Authority. Such Buyer is either an (i) individual or (ii) entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Rekor Systems, Inc.)

Organization; Authority. Such The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement, the Note and the Warrants (collectively, the Transaction Documents (as defined below) Documents”), to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (LGBTQ Loyalty Holdings, Inc.)

Organization; Authority. Such Buyer Buyer, if applicable, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (ZK International Group Co., Ltd.)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunderorganization.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pure Vanilla Exchange Inc)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) this Agreement and all documents contemplated by this Agreement to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nano Dimension Ltd.)

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