Senior Subordinated Securities. This Agreement has been duly authorized, executed and delivered and is, and the Senior Notes, when executed and delivered, will be, the legal, valid and binding obligations of the Company, each enforceable in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, receivership, conservatorship, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity (“Bankruptcy Exceptions”). The Senior Notes do not constitute a separate class of equity securities, are subordinate and junior in right of payment to the Senior Indebtedness to the extent set forth in Article VI hereof, and are senior to the Company’s common stock (and any other class of equity in the event the Company ceases to be a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code) whether or not issued or outstanding, with respect to the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Appears in 14 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement
