POWER OF THE JASC STOCKHOLDER AND DUE AUTHORIZATION Sample Clauses

POWER OF THE JASC STOCKHOLDER AND DUE AUTHORIZATION. If an Entity, the Jasc Stockholder has all necessary power and capacity to enter into, and to perform its obligations under, this Agreement. Each of this Agreement and each of the Related Agreements to which the Jasc Stockholder is a party has been duly authorized by the Jasc Stockholder. This Agreement has been duly executed and delivered by the Jasc Stockholder and is a valid and binding obligation of the Jasc Stockholder, enforceable in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies. At the Time of Closing, each of the Related Agreements to which the Jasc Stockholder is a party will be duly executed and delivered by the Jasc Stockholder and will be valid and binding obligations of the Jasc Stockholder, enforceable in accordance with their respective terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies, provided that (i) no representation as to enforceability is made with respect to the agreements described in section 4.1.6 of the Agreement, and (ii) the enforceability of the indemnification provisions contained in Schedule B to the Corel Minority Shareholders' Agreement may be limited by applicable federal or state securities laws.
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Related to POWER OF THE JASC STOCKHOLDER AND DUE AUTHORIZATION

  • Authorization of the Founder Shares The Founder Shares are duly authorized, validly issued, fully paid and non-assessable.

  • Transfer of Shares After the Effective Time No transfers of Shares shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time.

  • Power; Due Authorization; Binding Agreement The Stockholder has all requisite legal capacity, power and authority to execute and deliver this Agreement, to perform his obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors rights generally and equitable principles of general applicability.

  • No Stockholder Rights This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

  • Authorization of the Placement Shares The Placement Shares, when issued and paid for as contemplated herein, will be validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights, and will conform to the description of the Common Stock contained in the Registration Statement and the Prospectus.

  • Authorization of the Common Shares The Common Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

  • Authorization of the Private Placement Shares The Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Authorization of the Private Placement Warrants The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

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