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 406 contracts
Samples: Securities Purchase Agreement (ECD Automotive Design, Inc.), Securities Exchange Agreement (Aditxt, Inc.), Security Subscription Agreement (Adagio Medical 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 31 contracts
Samples: Securities Purchase Agreement (Nuburu, Inc.), Securities Purchase Agreement (Beneficient), Securities Purchase Agreement (Kidpik 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 below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.
Appears in 28 contracts
Samples: Securities Purchase Agreement (Aditxt, Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.), Securities Purchase Agreement (Aditxt, 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 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: Voting Agreement (Velo3D, Inc.), Securities Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co), Voting Agreement (Velo3D, Inc.)
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 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 (Invesco Variable Investment Funds Inc), Agreement and Plan of Reorganization (Aim Variable Insurance Funds), Agreement and Plan of Reorganization (Invesco Variable Investment Funds 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 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 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 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 (Luokung Technology Corp.), Securities Purchase Agreement (Skyline Medical Inc.), Securities Purchase Agreement (Tanzanian Royalty Exploration Corp)
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 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: Share Exchange Agreement (Lm Funding America, Inc.), Stock Purchase 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 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 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 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 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: Securities Purchase Agreement (Nesco Industries Inc), Amended and Restated Purchase Agreement (Spiralfrog, Inc), Purchase Agreement (Mohen, 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 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: Amended Securities Purchase Agreement (Recruiter.com Group, Inc.), Amended Securities Purchase Agreement (Recruiter.com Group, Inc.), Securities Purchase Agreement (Truli Technologies, 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 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 (Power Medical Interventions, Inc.), Securities Purchase Agreement (Ascendia Brands, 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 2 contracts
Samples: Securities Purchase Agreement (Cero Therapeutics Holdings, Inc.), Securities Purchase Agreement (Cero Therapeutics Holdings, 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 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 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, 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 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 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 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 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 2 contracts
Samples: Securities Purchase Agreement (Cerecor Inc.), Securities Purchase Agreement (Cerecor 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 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.. (b)
Appears in 2 contracts
Samples: Execution Version Securities Purchase Agreement, Securities Purchase Agreement
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 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 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 (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 individual resident in the state and in good standing under country indicated on the laws of the jurisdiction of its organization Buyer’s signature page 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 this Agreement and otherwise to carry out its the Buyer’s obligations hereunder and thereunder.
Appears in 1 contract
Samples: Share Purchase Agreement (OXBRIDGE RE HOLDINGS LTD)
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
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
Organization; Authority. Such (a) Buyer is an entity duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its organization with the in which it is incorporated or formed, and has all requisite power and authority and the legal right to enter into own and operate its property and assets and to consummate the transactions contemplated by the Transaction Documents (carry on its business as defined below) to which it is a party now being conducted and otherwise to carry out its obligations hereunder and thereunderas contemplated in this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Apricus 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 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
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 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 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
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 (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
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
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 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
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
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 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
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.. 4812-8381-8166v.6
Appears in 1 contract
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 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.. (b)
Appears in 1 contract
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
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: Security Agreement (Resonant 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 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 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 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 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
Organization; Authority. Such (a) Buyer is an entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization with the requisite full corporate power and authority to enter into own and to consummate the transactions contemplated by the Transaction Documents (lease its properties and assets and conduct its business as defined below) to which it such business is a party and otherwise to carry out its obligations hereunder and thereunderpresently being conducted.
Appears in 1 contract
Samples: Securities Purchase and Contribution Agreement (Veracyte, 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 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
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 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
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.)
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
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.
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Samples: Securities Purchase Agreement (Data Knights Acquisition Corp.)
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.
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Samples: Registration Rights Agreement (Crumbs Bake Shop, Inc.)
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.
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Samples: Common Stock Purchase Agreement (Phoenix Biotech Acquisition Corp.)
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.
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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
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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.
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Samples: Stock Purchase Agreement (Lear 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.
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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.
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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.
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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 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.
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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 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 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, corporate, partnership or other applicable 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 thereunder, and thereunderthe execution, delivery and performance by the Buyer of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Buyer.
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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 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.
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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, 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.
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