Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be valid and binding obligations of such Purchaser, enforceable in accordance with 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.
Appears in 5 contracts
Samples: Series B Preferred Stock Purchase Agreement (Helix TCS, Inc.), Series B Preferred Stock Purchase Agreement (Helix TCS, Inc.), Series B Preferred Stock Purchase Agreement (Helix TCS, Inc.)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisionsthe provisions of this Agreement. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the Closing. Upon its execution This Agreement, when executed and deliverydelivered, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, ' rights and (bii) as limited by general principles of equity that restrict the availability of equitable remedies.
Appears in 5 contracts
Samples: Common Stock Purchase Agreement (Palm Inc), Common Stock Purchase Agreement (Palm Inc), Common Stock Purchase Agreement (Palm Inc)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the other Loan Documents and to carry out its their provisions. All action on such Purchaser’s part required for the lawful execution and delivery of this Agreement have and the other Loan Documents has been or will be effectively taken prior to the Closingtaken. Upon its execution and delivery, this Agreement and the other Loan Documents will be valid and binding obligations of such Purchaser, enforceable in accordance with its their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws 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.
Appears in 4 contracts
Samples: Convertible Note and Warrant Purchase Agreement, Secured Convertible Note and Warrant Purchase Agreement, Convertible Note and Warrant Purchase Agreement (BioAmber Inc.)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable in accordance with its 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.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Dendreon Corp), Stock Purchase Agreement (Dendreon Corp), Class a Common Stock Purchase Agreement (Chippac Inc)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out perform its provisionsobligations hereunder. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable against Purchaser in accordance with 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.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Corvas International Inc), Common Stock Purchase Agreement (Corvas International Inc)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be a valid and binding obligations obligation of such the Purchaser, enforceable in accordance with 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.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Genelabs Technologies Inc /Ca), Common Stock Purchase Agreement (Veron International LTD)
Requisite Power and Authority. Such The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be valid and binding obligations of such the Purchaser, enforceable in accordance with 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.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (GTM Holdings Inc), Common Stock Purchase Agreement (GTM Holdings Inc)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out perform its provisionsobligations under this Agreement. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its their execution and delivery, this Agreement will be valid and binding obligations obligation of such Purchaser, enforceable in accordance with its 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.
Appears in 2 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc), Series a Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisionsthe provisions hereof. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to each of the ClosingClosings. Upon its execution and delivery, this Agreement will be valid and binding obligations obligation of such Purchaser, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, ' right and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
Appears in 2 contracts
Samples: Series F Preferred Stock Purchase Agreement (New World Coffee Manhattan Bagel Inc), Series F Preferred Stock Purchase Agreement (Halpern Denny Iii Lp)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the ClosingClosings. Upon its execution and delivery, this Agreement will be valid and binding obligations of such Purchaser, enforceable in accordance with 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.
Appears in 2 contracts
Samples: Series B Preferred Stock Purchase Agreement (Helix TCS, Inc.), Series B Preferred Stock Purchase Agreement (Helix TCS, Inc.)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its their provisions. All action on such Purchaser’s part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be contain valid and binding obligations of such Purchaser, enforceable in accordance with its their terms, except 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.
Appears in 2 contracts
Samples: Membership Unit Purchase Agreement (Auriga Laboratories, Inc.), Stock Purchase Agreement (Auriga Laboratories, Inc.)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable in accordance with 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.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (Axys Pharmecueticals Inc), Series a Preferred Stock Purchase Agreement (Axys Pharmecueticals Inc)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action actions on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be valid and binding obligations obligation of such Purchaser, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, ' right and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
Appears in 2 contracts
Samples: Common Stock and Warrant Purchase Agreement (PAVANA POWER Corp), Common Stock and Warrant Purchase Agreement (PAVANA POWER Corp)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisionsthe provisions of this Agreement. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the Closing. Upon its execution This Agreement, when executed and deliverydelivered, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable in accordance with its terms, terms (i) except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, ' rights and (bii) as limited by subject to general principles of equity that restrict the availability of equitable remedies.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (Cerus Corp), Series B Preferred Stock Purchase Agreement (Cerus Corp)
Requisite Power and Authority. Such The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action actions on such the Purchaser’s 's part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the Closing. Upon its execution and deliverydelivery of this Agreement, this Agreement will be a valid and binding obligations obligation of such the Purchaser, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, ' rights and (bii) as limited by general principles of equity that restrict the availability of equitable remedies.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Air South Airlines Inc)
Requisite Power and Authority. Such The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement the Purchase Documents and to carry out its their provisions. All action on such the Purchaser’s 's part required for the lawful execution and delivery of this Agreement have the Purchase Documents has been or will be effectively taken prior to the Closingtaken. Upon its their execution and delivery, this Agreement the Purchase Documents will be valid and binding obligations of such the Purchaser, enforceable in accordance with its their terms, except (a) as limited by (i) 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.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (United States Lime & Minerals Inc)
Requisite Power and Authority. Such The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such the Purchaser’s 's part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the Closing. Upon its execution The Agreement, when executed and deliverydelivered, this Agreement will be valid and binding obligations of such Purchaser, the Purchaser enforceable in accordance with its their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, ' rights and (bii) as limited by general principles of equity that restrict the availability of equitable remedies.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Jato Communications Corp)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its their provisions. All action on such Purchaser’s part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its their execution and delivery, this Agreement will be valid and binding obligations of such Purchaser, enforceable in accordance with its their 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.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (GolfSuites 1, Inc.)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action actions on such Purchaser’s part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its their execution and delivery, this Agreement will be valid and binding obligations of such Purchaser, enforceable in accordance with its their 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 (iii) to the extent that enforceability may be limited by applicable laws.
Appears in 1 contract
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action actions on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its their execution and delivery, this Agreement will be valid and binding obligations of such Purchaser, enforceable in accordance with its their 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 (iii) to the extent that enforceability may be limited by applicable laws.
Appears in 1 contract
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement Investment Document and to carry out its provisionsthe provisions contained herein. All action actions on such Purchaser’s part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable in accordance with its terms, except (a) as limited by (i) 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.
Appears in 1 contract
Requisite Power and Authority. Such The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its their provisions. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its their execution and delivery, this Agreement will be valid and binding obligations of such Purchaser, enforceable in accordance with its their terms, except (a) as limited by (a) 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 and legal remedies.
Appears in 1 contract
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the ClosingClosing Date. Upon its execution and delivery, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, ' rights and (bii) as limited by the application of general principles of equity that restrict the availability of equitable remediesequity.
Appears in 1 contract
Samples: Stock Purchase Agreement (Corgenix Medical Corp/Co)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its their provisions. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be valid and binding obligations of such Purchaser, enforceable in accordance with 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.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bestnet Communications Corp)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable in accordance with its 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.
Appears in 1 contract
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its their provisions. All action actions on such Purchaser’s part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its their execution and delivery, this Agreement will be valid and binding obligations of such Purchaser, enforceable in accordance with its 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.
Appears in 1 contract
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable in accordance with 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.
Appears in 1 contract
Samples: 12% Subordinated Promissory Note and Warrant Purchase Agreement (E Digital Corp)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisionsthe provisions of this Agreement. All action on such Purchaser’s part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the Closing. Upon its execution This Agreement, when executed and deliverydelivered, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable in accordance with its 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.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Comstock Mining Inc.)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Initial Closing. Upon its execution and delivery, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable in accordance with 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.that
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Axys Pharmecueticals Inc)
Requisite Power and Authority. Such The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisionsthe provisions of this Agreement. All action on such the Purchaser’s part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the Closing. Upon its execution This Agreement, when executed and deliverydelivered, this Agreement will be a valid and binding obligations obligation of such the Purchaser, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, rights and (bii) as limited by general principles of equity that restrict the availability of equitable remedies.
Appears in 1 contract
Samples: Common Share Purchase Agreement (Urban Edge Properties LP)
Requisite Power and Authority. Such The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its their provisions. All action on such Purchaser’s part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its their execution and delivery, this Agreement will be valid and binding obligations of such Purchaser, enforceable in accordance with its their terms, except except
(a) as limited by (a) 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 and legal remedies.
Appears in 1 contract
Samples: Securities Purchase Agreement (Proxim Wireless Corp)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisionsthe provisions of this Agreement. All action on such Purchaser’s part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the Closing. Upon its execution This Agreement, when executed and deliverydelivered, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, rights and (bii) as limited by general principles of equity that restrict the availability of equitable remedies.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Edison International)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be valid and binding obligations of such Purchaser, enforceable in accordance with 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 and legal remedies.
Appears in 1 contract
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rightscreditors’rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
Appears in 1 contract
Samples: 12% Secured Promissory Note and Warrant Purchase Agreement (E Digital Corp)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the Closing. Upon its execution and delivery, the terms of this Agreement will be valid and binding obligations of such Purchaser, Purchaser enforceable in accordance with its terms, except except: (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, ' rights and (bii) as limited by general principles of equity that restrict the availability of equitable remedies.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock and Warrant Purchase Agreement (Duraswitch Industries Inc)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its their provisions. All action actions on such Purchaser’s the part of the Purchaser required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the each Closing. Upon its execution and delivery, this Agreement will be valid and binding obligations of such Purchaser, enforceable in accordance with its their 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 specific performance, injunctive relief or other equitable remedies.
Appears in 1 contract
Samples: Series a Convertible Participating Preferred Stock Purchase Agreement (Friendable, Inc.)
Requisite Power and Authority. Such Each Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisionsthe provisions hereof and thereof. All action on such Purchaser’s Purchasers' part required necessary for the lawful authorization, execution and delivery of this Agreement have has been or will be effectively taken prior to the Closingtaken. Upon its Purchasers' execution and delivery, this Agreement will be valid and binding obligations of such each Purchaser, enforceable in accordance with its their 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Alpha Virtual Inc/Ca/)
Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on such Purchaser’s 's part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closingclosing of the Offering. Upon its their execution and delivery, this Agreement will be a valid and binding obligations obligation of such Purchaser, enforceable in accordance with its their 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.
Appears in 1 contract
Samples: Subscription Agreement (Mercata Inc)
Requisite Power and Authority. Such Each Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisionsthe provisions of this Agreement. All action on such each Purchaser’s 's part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the any Closing. Upon its execution This Agreement, when executed and deliverydelivered, this Agreement will be a valid and binding obligations obligation of such each Purchaser, enforceable in accordance with 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.
Appears in 1 contract
Samples: Stock Purchase Agreement (International Cosmetics Marketing Co)
Requisite Power and Authority. Such Each Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action actions on such each Purchaser’s 's part required for the lawful execution and delivery of this Agreement have has been or will be effectively taken prior to the Closing. Upon its execution and deliverydelivery of this Agreement, this Agreement will be a valid and binding obligations obligation of such each Purchaser, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, ' rights and (bii) as limited by general principles of equity that restrict the availability of equitable remedies.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Vanguard Airlines Inc \De\)
