Organization; Good Standing; Qualification and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties. True and correct copies of the Company's Articles of Incorporation, as amended, and Bylaws have been provided to the Investor.
(b) The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement, to issue the Shares of Common Stock, to carry out and perform its obligations under the terms of this Agreement and to consummate the transactions contemplated hereby. All necessary corporate action has been taken by the Company with respect to the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby.
Organization; Good Standing; Qualification and Corporate Power. (a) CSI and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. CSI and each of its subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties. True and correct copies of CSI Certificate of Incorporation, as amended (the "Certificate of Incorporation") and Bylaws have been provided to the Purchaser or made available via the SEC XXXXX website.
(b) CSI has all requisite legal and corporate power and authority to execute and deliver this Agreement, to issue the Shares and the Warrants and to carry out and perform its obligations under the terms of this Agreement and to consummate the transactions contemplated hereby and thereby. All necessary corporate action has been taken by CSI with respect to the execution, delivery and performance by CSI of this Agreement and the consummation of the transactions contemplated hereby and thereby. The Shares, when issued in accordance pursuant to the terms of the Agreement, will be legally issued, fully paid and non assessable and each Purchaser will own the Shares purchased by such Purchaser, free and clear of all liens and encumbrances. The Warrant, when issued in accordance with the terms of the Agreement, will constitute the legally binding obligation of CSI in accordance with its terms.
Organization; Good Standing; Qualification and Corporate Power. (a) The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company and each of its subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties. True and correct copies of the Company's Certificate of Incorporation, as amended (the "Certificate of Incorporation") and Bylaws have been provided to the Investor. True and correct copies of the formation documents for each subsidiary have been provided to the Investor.
(b) The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement, the Option Agreement of even date herewith among the Company and the Investor (the "Option Agreement") the Amended and Restated Registration Rights Agreement of even date herewith among the Company, the Investor and the current stockholders of the Company (the "Amended Registration Rights Agreement"), and the Amended and Restated Stockholders Agreement of even date herewith among the Company, the Investor and the stockholders of the Company set forth therein (the "Amended Stockholders Agreement" and together with the NPI Option Agreement and the Registration Rights Agreement, the "Ancillary Agreements"), to issue and sell the Series Preferred Stock and to carry out and perform its obligations under the terms of this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. All necessary corporate action has been taken by the Company with respect to the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby.
Organization; Good Standing; Qualification and Corporate Power. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan and has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted. Purchaser is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.
Organization; Good Standing; Qualification and Corporate Power. (a) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan and has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted. Purchaser is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.
(b) Purchaser has all requisite legal and corporate power and authority to execute and deliver this Agreement, to purchase the Shares and to carry out and perform its obligations under the terms of this Agreement and to consummate the transactions contemplated hereby. All necessary limited liability company action has been taken by Purchaser with respect to the execution, delivery and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby.
Organization; Good Standing; Qualification and Corporate Power. The Company, RBL and DTLL are corporations duly organized, validly existing and in good standing under the laws of the State of Minnesota and each has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company, RBL and DTLL are each duly qualified to transact business and each is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.
Organization; Good Standing; Qualification and Corporate Power. (a) The Company, RBL and DTLL are corporations duly organized, validly existing and in good standing under the laws of the State of Minnesota and each has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company, RBL and DTLL are each duly qualified to transact business and each is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.
(b) Each of the Company and RBL has all requisite legal and corporate power and authority to execute and deliver this Agreement, to sell the Shares and to carry out and perform its obligations under the terms of this Agreement and to consummate the transactions contemplated hereby. All necessary corporate action has been taken by the Company and RBL with respect to the execution, delivery and performance by the Company and RBL of this Agreement and the consummation of the transactions contemplated hereby.
Organization; Good Standing; Qualification and Corporate Power. (a) The Company and its subsidiaries are either (i) limited liability companies or corporations duly organized and validly existing under the laws of their respective jurisdictions of formation, and that each has the requisite power and authority to carry on its business as now conducted and as proposed to be conducted. The Company and its subsidiaries are qualified to transact business and are in good standing as foreign corporations in each jurisdiction where they are required to so qualify, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect (as hereinafter defined). True and accurate copies of the Company's and its subsidiaries' certificate of incorporation, bylaws, articles of organization, operating agreement, or such other constitutive documents, as the case may be, each as amended and in effect on and as of the Closing (the "ORGANIZATIONAL DOCUMENTS"), were delivered to the Investors.
(b) The Company has all requisite legal and corporate power to execute and deliver this Agreement and each of the other Basic Documents (as hereinafter defined), and to issue and sell the Securities hereunder, and to carry out and perform its obligations under the terms of this Agreement and the other Basic Documents.
Organization; Good Standing; Qualification and Corporate Power. (a) Royaltech is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. Royaltech is duly qualified to transact business and is in good standing in each jurisdiction(s) in which the failure so to qualify would have a material adverse effect on its business or properties. True and correct copies of Royaltech Certificate of Incorporation, as amended (the "Certificate of Incorporation") and Bylaws have been provided to the Purchaser.
(b) Royaltech has all requisite legal and corporate power and authority to execute and deliver this Agreement, to issue the Shares and to carry out and perform its obligations under the terms of this Agreement and to consummate the transactions contemplated hereby and thereby. All necessary corporate action has been taken by Royaltech with respect to the execution, delivery and performance by Royaltech of this Agreement and the consummation of the transactions contemplated hereby and thereby. The Shares, when issued in accordance pursuant to the terms of the Agreement, will be legally issued, fully paid and non assessable and free of pre-emptive rights and each Purchaser will own the Shares purchased by such Purchaser, free and clear of all liens and encumbrances.
Organization; Good Standing; Qualification and Corporate Power. (a) The Company and each of its subsidiaries is either a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate or limited liability company, as the case may be, power and authority and all licenses, permits and authorizations necessary to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted. The Company and each subsidiary is qualified to transact business and is in good standing as a foreign corporation or limited liability company, as the case may be, in each jurisdiction where it is required to so qualify except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect. True and correct copies of the Company's Certificate of Incorporation and Bylaws have been provided to Investor.
(b) The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and each of the other Basic Documents (as defined in Section 7), and to issue and sell the Series B Shares hereunder, to issue the Reserved Shares (as defined in Section 7), and to carry out and perform its obligations under the terms of this Agreement and the other Basic Documents.
