Subject to Authorized Share Approval Sample Clauses

Subject to Authorized Share Approval and the Share Surrender (as hereinafter defined), the Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies (iii) insofar as indemnification and contribution provisions may be limited by applicable law and (iv) the Company does not have enough authorized Shares of Common Stock to issue more than 24,222,519 shares of Common Stock pursuant to this Agreement. If the Amendment has not been filed with the Secretary of State of the State of Florida and until the Amendment has been filed, the Company’s Chairman of the Board shall surrender to the Company for inclusion in the Company’s authorized but unissued Common Stock such number of shares of Common Stock needed to satisfy any shortfall of shares needed for issuance at any Closing, and if the Amendment has not been filed by July 15, 2011 or until the Amendment is filed, the Company’s Chairman of the Board shall surrender to the Company for inclusion in the Company’s authorized but unissued Common Stock such number of shares of Common Stock needed to satisfy any shortfall of shares needed for issuance upon the actual exercise of Warrants being exercised and allow the Company to issue shares pursuant to the Warr...