Requisite Power and Authority. Purchaser has all necessary power and authority to execute and deliver this Agreement and the Related Agreements and to carry out their provisions. All action on Purchaser’s part required for the lawful execution and delivery of this Agreement and the Related Agreements has been taken. Upon their execution and delivery, this Agreement and the Related Agreements will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement may be limited by applicable laws.
Appears in 57 contracts
Samples: Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.)
Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Related Agreements and to carry out their its provisions. All action actions on Purchaser’s 's part required for the lawful execution and delivery of this Agreement and have been or will be effectively taken prior to the Related Agreements has been takenClosing. Upon their execution and delivery, this Agreement and the Related Agreements will be a valid and binding obligations obligation of Purchaser, enforceable in accordance with their its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ ' rights, and (bii) as limited by general principles of equity that restrict the availability of equitable remedies, and (ciii) to the extent that the enforceability of the indemnification provisions of the Investor Rights Section 6.8 of this Agreement may be limited by applicable laws.
Appears in 4 contracts
Samples: Purchase Agreement (Dynavax Technologies Corp), Series R Preferred Stock Purchase Agreement (Dynavax Technologies Corp), Purchase Agreement (Dynavax Technologies Corp)
Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Related Agreements and to carry out their its provisions. All action on Purchaser’s 's part required for the lawful execution and delivery of this Agreement and the Related Agreements has been takenor will be effectively taken prior to the Closing. Upon their its execution and delivery, this Agreement and the Related Agreements will be a valid and binding obligations obligation of Purchaser, enforceable in accordance with their its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ ' rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Section 6.6 of this Agreement may be limited by applicable laws.
Appears in 3 contracts
Samples: Series C Preferred Stock and Warrant Purchase Agreement (American Technology Corp /De/), Series B Preferred Stock and Warrant Purchase Agreement (American Technology Corp /De/), Series D Preferred Stock and Warrant Purchase Agreement (American Technology Corp /De/)
Requisite Power and Authority. The Purchaser has all necessary power and authority to execute and deliver this Agreement and the Related Transaction Agreements and to carry out their provisions. All action on the Purchaser’s part required for the lawful execution and delivery of this Agreement and the Related Transaction Agreements has been taken. Upon their execution and delivery, this Agreement and the Related Transaction Agreements will be valid and binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws of general application affecting enforcement of creditors’ rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement may be limited by applicable lawsLaws.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Onconova Therapeutics, Inc.), Securities Purchase Agreement (Onconova Therapeutics, Inc.), Stock Purchase Agreement (Calithera Biosciences, Inc.)
Requisite Power and Authority. Purchaser has all necessary power and authority to execute and deliver this Agreement and the Related Agreements and to carry out their provisions. All action on Purchaser’s part required for the lawful execution and delivery of this Agreement and the Related Agreements has been taken. Upon their execution and delivery, this Agreement and the Related Agreements will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, remedies and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement may be limited by applicable laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Portola Pharmaceuticals Inc), Asset Purchase Agreement (Portola Pharmaceuticals Inc)
Requisite Power and Authority. Purchaser has all necessary power and authority to execute and deliver this Agreement and the Related Agreements and to carry out their provisions. All action on Purchaser’s 's part required for the lawful execution and delivery of this Agreement and the Related Agreements has been taken. Upon their execution and delivery, this Agreement and the Related Agreements will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ ' rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement may be limited by applicable laws.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Eci Telecom LTD/)
Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Related Agreements and to carry out their provisions. All action on Purchaser’s 's part required for the lawful execution and delivery of this Agreement and have been or will be effectively taken prior to the Related Agreements has been takenClosing. Upon their execution and delivery, this Agreement and the Related Agreements will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ ' rights, (bii) as limited by general principles of equity that restrict the availability of equitable remedies, and (ciii) to the extent that the enforceability of the indemnification provisions of Section 2.9 of the Investor Rights Agreement may be limited by applicable laws.
Appears in 1 contract
Requisite Power and Authority. The Purchaser has all necessary power and authority to execute and deliver this Agreement and the Related Transaction Agreements and to carry out their provisions. All action on the Purchaser’s part required for the lawful execution and delivery of this Agreement and the Related Transaction Agreements has been taken. Upon their execution and delivery, this Agreement and the Related Transaction Agreements will be valid and binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws of general application affecting enforcement of creditors’ rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement may be limited by applicable laws.and
Appears in 1 contract
Samples: Securities Purchase Agreement (Onconova Therapeutics, Inc.)
Requisite Power and Authority. The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Related Agreements and to carry out their provisions. All corporate action on the Purchaser’s part required for the lawful execution and delivery of this Agreement and have been or will be effectively taken prior to the Related Agreements has been takenClosing. Upon their execution and delivery, this Agreement and the Related Agreements will be valid and binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) except:
i. as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) ; and
ii. as limited by general principles of equity that restrict the availability of equitable and legal remedies, and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement may be limited by applicable laws.
Appears in 1 contract
Samples: Exclusive Distribution Agreement (Freebutton, Inc.)
Requisite Power and Authority. Purchaser has all necessary power and authority to execute and deliver this Agreement and the Related Agreements and to carry out their its provisions. All action on Purchaser’s part required for the lawful execution and delivery of this Agreement and the Related Agreements has been taken. Upon their its execution and delivery, this Agreement and the Related Agreements will be a valid and binding obligations obligation of Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, remedies and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement herein may be limited by applicable laws.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Careguide Inc)
Requisite Power and Authority. The Purchaser has all necessary power and authority to execute and deliver this Agreement and the Related Transaction Agreements and to carry out their provisions. All action on the Purchaser’s part required for the lawful execution and delivery of this Agreement and the Related Transaction Agreements has been taken. Upon their execution and delivery, this Agreement and the Related Transaction Agreements will be valid and binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws of general application affecting enforcement of creditors’ rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, remedies and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement may be limited by applicable lawsLaws.
Appears in 1 contract
Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Related Agreements and to carry out their its provisions. All action on Purchaser’s 's part required for the lawful execution and delivery of this Agreement and the Related Agreements has been takenor will be effectively taken prior to the Closing. Upon their its execution and delivery, this Agreement and the Related Agreements will be a valid and binding obligations obligation of Purchaser, enforceable in accordance with their its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ ' rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement paragraph 5 of Exhibit A hereto may be limited by applicable laws.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Myogen Inc)
Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Related Agreements and to carry out their provisionsthe provisions hereof and thereof. All action on Purchaser’s 's part required necessary for the lawful authorization, execution and delivery of this Agreement and the Related Agreements has have been taken. Upon their Purchaser's execution and delivery, this Agreement and the Related Agreements will be a valid and binding obligations obligation of Purchaser, enforceable in accordance with their its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ ' rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement may be limited by applicable laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (Franklin Electronic Publishers Inc)
Requisite Power and Authority. Purchaser has all necessary power and authority to execute and deliver this Agreement and the Related Agreements and to carry out their provisions. All action on Purchaser’s part required for the lawful execution and delivery of this Agreement and the Related Agreements has been taken. Upon their execution and delivery, this Agreement and the Related Agreements will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement may be limited by applicable lawslaw.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (U.S. Auto Parts Network, Inc.)
Requisite Power and Authority. Purchaser has all necessary power and authority to execute and deliver this Agreement and the Related Agreements and to carry out their provisions. All action on Purchaser’s part required for the lawful execution and delivery of this Agreement and the Related Agreements has been taken. Upon their execution and delivery, this Agreement and the Related Agreements will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of this Agreement and of the Investor Rights Agreement may be limited by applicable laws.
Appears in 1 contract
Samples: Series Seed Convertible Preferred Stock Purchase Agreement (Digital Turbine, Inc.)
Requisite Power and Authority. Purchaser has all necessary power and authority to execute and deliver this Agreement and the Related Agreements Documents and to carry out their provisions. All action on Purchaser’s part required for the lawful execution and delivery of this Agreement and the Related Agreements Documents has been taken. Upon their execution and delivery, this Agreement and the Related Agreements Documents will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement may be limited by applicable laws.
Appears in 1 contract
Samples: Note Purchase Agreement (Djo Inc)