Transaction Agreements. This Agreement, the Registration Rights Agreement, the Debentures and the Warrants (collectively, the "Primary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Ibiz Technology Corp), Securities Purchase Agreement (Ibiz Technology Corp), Securities Purchase Agreement (Ibiz Technology Corp)
Transaction Agreements. This Agreement, the Asset Sale Agreement, the Registration Rights AgreementAgreement (as defined below), the Debentures and the Warrants Series C Certificate of Designation (collectively, the "Primary DocumentsPRIMARY DOCUMENTS"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.
Appears in 4 contracts
Samples: Securities Purchase Agreement (American Leisure Holdings Inc), Securities Purchase Agreement (American Leisure Holdings Inc), Securities Purchase Agreement (American Leisure Holdings Inc)
Transaction Agreements. This Agreement, the Warrants, the Registration Rights Agreement, the Debentures Agreement (as defined below) and the Warrants Series B Certificate of Designation (collectively, the "“Primary Documents"”), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' ’ rights generally and to general principles of equity.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Datrek Miller International, Inc.), Preferred Stock Purchase Agreement (Datrek Miller International, Inc.)
Transaction Agreements. This Agreement, the Registration Rights Agreement, the Debentures Certificate of Designations, the Supplemental Warrant and the Stock Purchase Warrants (collectively, the "Primary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a legal, valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cybertel Communications Corp), Securities Purchase Agreement (Cybertel Communications Corp)
Transaction Agreements. This Agreement, the Warrants, the Registration Rights Agreement, Agreement of even date herewith among the Debentures Company and the Warrants Purchaser (the "REGISTRATION RIGHTS AGREEMENT"), (collectively, the "Primary DocumentsPRIMARY DOCUMENTS"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.
Appears in 1 contract
Samples: Warrant Purchase Agreement (American Leisure Holdings Inc)
Transaction Agreements. This Agreement, the Warrants, and the Registration Rights Agreement of even date herewith among the Company and the Purchaser (the "Registration Rights Agreement, the Debentures and the Warrants ") (collectively, the "Primary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Health Systems Solutions Inc)
Transaction Agreements. This Agreement, the Registration Rights Agreement, the form of which is attached hereto as Exhibit D (the "Registration Rights Agreement" and together with this Agreement, the Debentures and the Warrants (collectivelyWarrants, the "Primary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; , this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement agreements of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Iis Intelligent Information Systems LTD)
Transaction Agreements. This Agreement, and the Registration Rights Agreement, the Debentures form of which is attached hereto as Exhibit C (the "Registration Rights Agreement," and together with this Agreement, and the Warrants (collectivelyWarrants, the "Primary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.
Appears in 1 contract
Transaction Agreements. This Agreement, the Series D Certificate of Designation, the Registration Rights AgreementAgreement (as defined below), the Debentures Stanford Consulting Agreement (as defined below), and the Warrants Insider Agreement (as defined below) (collectively, the "Primary DocumentsPRIMARY DOCUMENTS"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase and Warrant Exercise Agreement (Tangible Asset Galleries Inc)
Transaction Agreements. This Agreement, the Registration Rights Agreement, the Debentures Certificate of Designations and the Stock Purchase Warrants (collectively, the "Primary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has and the Registration Rights Agreement have been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a legal, valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.
Appears in 1 contract
Samples: Securities Purchase Agreement (5b Technologies Corp)
Transaction Agreements. This Agreement, the Registration Rights Agreement, the Debentures form of which is attached hereto as Exhibit E (the “Registration Rights Agreement” and together with this Agreement, the Notes the Warrants and the Warrants (collectivelyFloating Charge Agreement, the "“Primary Documents"”), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; , this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a be valid and binding agreement agreements of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' ’ rights generally and to general principles of equity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Iis Intelligent Information Systems LTD)
Transaction Agreements. This Agreement, the Series D Certificate of Designation, the Registration Rights AgreementAgreement (as defined below), the Debentures Stanford Consulting Agreement (as defined below), and the Warrants Insider Agreement (as defined below) (collectively, the "Primary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tangible Asset Galleries Inc)