Power and Authorization. The Holder is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.
Appears in 8 contracts
Samples: Conversion and Exchange Agreement (Cadiz Inc), Conversion and Exchange Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc)
Power and Authorization. The Holder is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions Exchange contemplated hereby.
Appears in 7 contracts
Samples: Exchange Agreement (Mannkind Corp), Exchange Agreement (Pernix Therapeutics Holdings, Inc.), Exchange Agreement (Pernix Therapeutics Holdings, Inc.)
Power and Authorization. The Holder is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions Exchange contemplated hereby. If the Undersigned is executing this Agreement on behalf of Accounts, the Undersigned has all requisite discretionary and contractual authority to enter into this Agreement on behalf of, and bind, each Account. The information presented on Exhibit A with respect to each Holder is true, correct and complete in all material respects.
Appears in 3 contracts
Samples: Exchange Agreement (Raging Capital Management, LLC), Exchange Agreement (Castle a M & Co), Exchange Agreement (Castle a M & Co)
Power and Authorization. The Holder is an entity duly organized, validly existing and (if a good standing concept exists in such jurisdiction) in good standing, standing under the laws of the jurisdiction of its organization with the requisite power and has the power, authority and capacity to execute and deliver this Agreement, Agreement and to perform its obligations hereunder, and to consummate hereunder (including the transactions contemplated herebyExchange).
Appears in 2 contracts
Samples: Exchange Agreement (NantHealth, Inc.), Exchange Agreement (NantHealth, Inc.)
Power and Authorization. The Holder is duly organizedincorporated, validly existing and in good standingstanding under the laws of its place of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, Agreement and to perform its obligations hereunderhereunder and thereunder, and to consummate the transactions Exchange contemplated hereby.
Appears in 2 contracts
Samples: Exchange Agreement (Mycotopia Therapies, Inc.), Exchange Agreement (Ehave, Inc.)
Power and Authorization. The Holder is duly organized, validly existing and in good standingstanding under the laws of its jurisdiction of formation, and the Holder has the power, authority and capacity to execute and deliver this Agreement and the Registration Rights Agreement, to perform its obligations hereunderhereunder and thereunder, and to consummate the transactions Exchange contemplated hereby.
Appears in 2 contracts
Samples: Exchange Agreement (Jakks Pacific Inc), Exchange Agreement (Jakks Pacific Inc)
Power and Authorization. The Each such Holder is duly organized, validly existing and in good standingstanding under the laws of its jurisdiction of formation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated herebyTransactions. Exhibit A hereto includes the true, correct and complete name and address of such Holder.
Appears in 1 contract
Samples: Convertible Notes Exchange Agreement (Biora Therapeutics, Inc.)
Power and Authorization. The Holder is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions Purchase contemplated hereby.
Appears in 1 contract
Power and Authorization. The Holder is duly organized, validly existing and in good standingstanding under the jurisdiction of its organization, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions Exchange contemplated hereby.
Appears in 1 contract
Samples: Convertible Bond Exchange Agreement (ThaiLin Semiconductor Corp.)
Power and Authorization. The Holder is duly organized, validly existing and in good standingstanding under the laws of its jurisdiction of formation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions Purchase contemplated hereby.
Appears in 1 contract
Power and Authorization. The Holder is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated herebyhereby (collectively, the “Transactions”) with respect to the Exchanged Debt.
Appears in 1 contract
Power and Authorization. The Such Holder is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions Transactions contemplated hereby.
Appears in 1 contract
Power and Authorization. The Holder is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions Exchange contemplated hereby. The Undersigned has all requisite discretionary and contractual authority to enter into this Agreement on behalf of, and bind, the Account, and (b) Exhibit A hereto is a true, correct and complete list of (i) the name of the Account, and (ii) the principal amount of the Account’s Surrendered Note.
Appears in 1 contract
Samples: Exchange Agreement (Mannkind Corp)
Power and Authorization. The Holder is duly organizedincorporated, validly existing and in good standingstanding under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions Exchange contemplated hereby.
Appears in 1 contract
Samples: Exchange Agreement (Bantec, Inc.)
Power and Authorization. The Holder is duly organized, validly existing and in good standing, and has the power, authority and capacity to to, and has taken all action as may be necessary to, execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions Exchange contemplated hereby.
Appears in 1 contract
Power and Authorization. The Such Holder is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions Exchanges contemplated hereby.
Appears in 1 contract
Samples: Exchange Agreement (Pernix Therapeutics Holdings, Inc.)
Power and Authorization. The Holder is duly organized, validly existing and in good standingstanding under the laws of its jurisdiction of formation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated herebyExchange.
Appears in 1 contract
Power and Authorization. The Holder is duly organized, validly existing and in good standingstanding under the laws of its jurisdiction of formation, and has the requisite power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions Exchange contemplated hereby.
Appears in 1 contract
Samples: Warrant Exchange Agreement (Goldman Sachs Group Inc)
Power and Authorization. The Such Holder is duly organized, validly existing and in good standingstanding under the laws of its jurisdiction of formation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated herebyTransactions. Exhibit A hereto includes the true, correct and complete name and address of such Holder.
Appears in 1 contract