Common use of Organization, Qualification and Authority of the Company Clause in Contracts

Organization, Qualification and Authority of the Company. The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the state of Delaware and has full corporate power and authority to (a) enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (b) own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, and delivery by Investor) this Agreement constitutes a legal, valid, and binding obligation of the Company enforceable against the Company in accordance with its terms. When each other Transaction Document to which the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution, and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Neuraxis, INC), Securities Purchase Agreement (Neuraxis, INC), Securities Purchase Agreement (Neuraxis, INC)

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Organization, Qualification and Authority of the Company. The Company is a corporation duly organized, validly existing, existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to (a) enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and (b) own, operate, operate or lease the properties and assets now owned, operated, operated or leased by it and to carry on its business as it has been and is currently conducted. The Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, execution and delivery by InvestorPurchaser) this Agreement constitutes a legal, valid, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, usury and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. When each other Transaction Document to which the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, usury and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Aqua Metals, Inc.), Stock Purchase Agreement (Aqua Metals, Inc.)

Organization, Qualification and Authority of the Company. The Company is a corporation duly organized, validly existing, existing and in good standing under the Laws of the state of Delaware Nevada and has full corporate power and authority to (a) enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and (b) own, operate, operate or lease the properties and assets now owned, operated, operated or leased by it and to carry on its business as it has been and is currently conducted. The Form S-1 and prospectus, as made effective by the Securities and Exchange Commission on November 19, 2020, sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, execution and delivery by Investor) this Agreement constitutes a legal, valid, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. When each other Transaction Document to which the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms.

Appears in 2 contracts

Samples: Securities Subscription & Purchase Agreement (Cannabis Global, Inc.), Securities Subscription (Cannabis Global, Inc.)

Organization, Qualification and Authority of the Company. The Company is a corporation duly organized, validly existing, existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to (a) enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and (b) own, operate, operate or lease the properties and assets now owned, operated, operated or leased by it and to carry on its business as it has been and is currently conducted. The Section 4.01 of the Company’s Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, execution and delivery by Investor) this Agreement constitutes a legal, valid, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. When each other Transaction Document to which the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms.

Appears in 1 contract

Samples: Securities Purchase Agreement (Athena Bitcoin Global)

Organization, Qualification and Authority of the Company. The Company is a corporation duly organized, validly existing, existing and in good standing under the Laws of the state of Delaware Philippines and has full corporate power and authority to (a) enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and (b) own, operate, operate or lease the properties and assets now owned, operated, operated or leased by it and to carry on its business as it has been and is currently conducted. The Company represents the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, execution and delivery by Investor) this Agreement constitutes a legal, valid, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. When each other Transaction Document to which the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms.

Appears in 1 contract

Samples: Securities Purchase Agreement (Verus International, Inc.)

Organization, Qualification and Authority of the Company. The Company is a corporation duly organized, validly existing, existing and in good standing under the Laws of the state of Delaware Indonesia and has full corporate power and authority to (a) enter into this Agreement and the any other Transaction Documents documents to which the Company is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and (b) own, operate, operate or lease the properties and assets now owned, operated, operated or leased by it and to carry on its business as it has been and is currently conducted. The Company represents the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The execution and delivery by the Company of this Agreement and any other Transaction Document transaction document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, execution and delivery by InvestorBuyer) this Agreement constitutes a legal, valid, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. When each other Transaction Document to which the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution, and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms.

Appears in 1 contract

Samples: Securities Purchase Agreement (Society Pass Incorporated.)

Organization, Qualification and Authority of the Company. The Company is a corporation duly organized, organized and validly existing, and in good standing existing under the Laws of the state of Delaware Washington and has full corporate power and authority to (a) to enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby thereby, and (b) to own, operate, operate or lease the properties and assets now owned, operated, operated or leased by it and to carry on its business as it has been and is currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, execution and delivery by Investor) this Agreement constitutes a legal, valid, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except for laws affecting creditors’ rights generally and general principles of equity. When each other Transaction Document to which the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, except for laws affecting creditors’ rights generally and general principles of equity.

Appears in 1 contract

Samples: Securities Purchase Agreement (Jones Soda Co)

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Organization, Qualification and Authority of the Company. The Company is a corporation duly organized, validly existing, existing and in good standing under the Laws of the state of Delaware Nevada and has full corporate power and authority to (a) enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and (b) own, operate, operate or lease the properties and assets now owned, operated, operated or leased by it and to carry on its business as it has been and is currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, execution and delivery by Investor) this Agreement constitutes a legal, valid, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. When each other Transaction Document to which the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms.

Appears in 1 contract

Samples: Securities Purchase Agreement (First Light Acquisition Group, Inc.)

Organization, Qualification and Authority of the Company. The Company and each of its Subsidiaries (as defined below) is a corporation duly organized, validly existing, existing and in good standing under the Laws of the state State of Delaware Delaware, and is qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it requires such qualification or licensing, except to the extent that the failure to so qualify or be licensed would not have a Material Adverse Effect. The Company has full corporate power and authority to (a) enter into this Agreement and the other Transaction Documents to which the Company is a partyAgreement, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby hereby, and (b) own, operate, operate or lease the properties and assets now owned, operated, operated or leased by it and to carry on its business as it has been and is currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Company is a partyAgreement, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. All corporate action on the part of the Company necessary for the authorization, execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the authorization, issuance, sale and delivery of the Purchased Shares, has been taken and no further action is required by the Company, its board of directors or its stockholders in connection therewith. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, execution and delivery by Investor) this Agreement constitutes a legal, valid, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. When each other Transaction Document , except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to which or affecting creditors’ rights generally or the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution, and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation effect of the Company enforceable against it in accordance with its termsgeneral principles of equity.

Appears in 1 contract

Samples: Securities Purchase Agreement (Trans Lux Corp)

Organization, Qualification and Authority of the Company. The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the state of Delaware and has full all necessary corporate power and authority to to: (ai) enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby thereby; and (bii) own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. The Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, and delivery by Investor) this Agreement constitutes a legal, valid, and binding obligation of the Company enforceable against the Company in accordance with its terms. , except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).. When each other Transaction Document to which the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution, and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 1 contract

Samples: Securities Purchase Agreement

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