Organization; Authorization. The Company is a corporation duly incorporated under the Laws of the State of Delaware. The consummation of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate actions on the part of the Company. The Company has full power and authority to execute, deliver and perform this Agreement.
Appears in 7 contracts
Samples: Form of Support Agreement (Aduro Biotech, Inc.), Agreement and Plan of Merger (WPCS International Inc), Form of Voting Agreement (OvaScience, Inc.)
Organization; Authorization. The Company is a corporation duly incorporated incorporated, validly existing and in good standing under the Laws of the State laws of Delaware. The consummation of the transactions contemplated hereby are is within the Company’s corporate powers and have has been duly authorized by all necessary corporate actions on the part of the Company. The Company has full power and authority to execute, deliver and perform this Agreement.
Appears in 7 contracts
Samples: Support Agreement (CalciMedica, Inc. /DE/), Support Agreement (Vallon Pharmaceuticals, Inc.), Support Agreement (Graybug Vision, Inc.)
Organization; Authorization. The Company is a corporation duly incorporated and registered under the Laws of the State of Delaware. The consummation of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate actions on the part of the Company. The Company has full power and authority to execute, deliver and perform this Agreement.
Appears in 6 contracts
Samples: Voting and Support Agreement (Bison Capital Acquisition Corp.), Form of Support Agreement (Nivalis Therapeutics, Inc.), Form of Support Agreement (Nivalis Therapeutics, Inc.)
Organization; Authorization. The Company is a corporation duly incorporated incorporated, validly existing and in good standing under the Laws laws of the State of Delaware. The consummation of the transactions contemplated hereby are is within the Company’s corporate powers and have has been duly authorized by all necessary corporate actions on the part of the Company. The Company has full power and authority to execute, deliver and perform this Agreement.
Appears in 3 contracts
Samples: Support Agreement (MorphImmune Inc.), Support Agreement (Immunome Inc.), Support Agreement (Angion Biomedica Corp.)
Organization; Authorization. The Company is a corporation duly incorporated or organized, as applicable, validly existing and in good standing under the Laws laws of the State state of Delaware. The consummation of the transactions contemplated hereby by this Agreement in accordance with and subject to the terms of the Merger Agreement are within the Company’s corporate powers and have been duly authorized by all necessary corporate actions on the part of the Company. The Company has full corporate power and authority to execute, deliver and perform this Agreement.
Appears in 2 contracts
Samples: Support Agreement (Regado Biosciences Inc), Support Agreement (Regado Biosciences Inc)
Organization; Authorization. The Company is a corporation duly incorporated under the Laws of the State of DelawareDelaware corporation. The consummation of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate actions on the part of the Company. The Company has full power and authority to execute, deliver and perform this Agreement.
Appears in 2 contracts
Samples: Support Agreement (Oncogenex Pharmaceuticals, Inc.), Support Agreement (Oncogenex Pharmaceuticals, Inc.)
Organization; Authorization. The Company is a corporation duly incorporated organized, validly existing and in good standing under the Laws laws of the State of Delaware, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The consummation of the transactions contemplated hereby are within the Company’s corporate powers and have This Agreement has been duly and validly authorized by all necessary corporate actions on action of the part Company and has been duly and validly executed and delivered by the Company and constitutes the valid and binding obligation of the Company. The Company has full power and authority to execute, deliver and perform this Agreementenforceable against it in accordance with its terms.
Appears in 2 contracts
Samples: Subscription Agreement (Loews Cineplex Entertainment Corp), Subscription Agreement (Loews Cineplex Entertainment Corp)
Organization; Authorization. (a) The Company Corporation is a corporation company duly incorporated organized, validly existing and in good standing under the Laws laws of the State of Delaware. The consummation of the transactions contemplated hereby are within the Company’s Delaware and has all requisite corporate powers and have been duly authorized by all necessary corporate actions on the part of the Company. The Company has full power and authority to executeown and lease its properties, deliver to carry on its business as presently conducted and as proposed to be conducted and to carry out the transactions and perform this Agreementits obligations contemplated hereby. Attached hereto as Exhibit A is a true and complete copy of the Certificate of Incorporation of the Company as in effect on the date hereof.
Appears in 1 contract
Samples: Restricted Stock Issuance and Stocr Purchase Agreement (Pacer International Inc)
Organization; Authorization. The Company is a corporation duly incorporated under the Laws of the State of Delaware. The consummation of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate actions on the part of the Company. The Company has full power and authority to execute, deliver and perform this Agreement. 3.2.
Appears in 1 contract
Samples: Caladrius Stockholder Support Agreement (Caladrius Biosciences, Inc.)
Organization; Authorization. The Company is a corporation duly incorporated incorporated, validly existing and in good standing under the Laws of the State of Delaware. The consummation of the transactions contemplated hereby are is within the Company’s corporate powers and have has been duly authorized by all necessary corporate actions on the part of the Company. The Company has the full power and authority to execute, deliver and perform this Agreement.
Appears in 1 contract
Samples: Support Agreement (Proteostasis Therapeutics, Inc.)
Organization; Authorization. The Company is a corporation duly incorporated organized, validly existing and in good standing under the Laws of the State of Delaware. The consummation of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate actions on the part of the Company. The Company has full corporate power and authority to execute, deliver and perform this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Majesco Entertainment Co)