Common use of Validity and Binding Effect of Agreements Clause in Contracts

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 20 contracts

Samples: Underwriting Agreement (Cingulate Inc.), Underwriting Agreement (SOBR Safe, Inc.), Underwriting Agreement (Digital Brands Group, Inc.)

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Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsWarrant, the Warrant Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 12 contracts

Samples: Underwriting Agreement (BullFrog AI Holdings, Inc.), Underwriting Agreement (Bone Biologics Corp), Underwriting Agreement (Bone Biologics Corp)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the RepresentativeUnderwriter’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivereddelivered and assuming due execution and delivery by the other parties thereto, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 11 contracts

Samples: Underwriting Agreement (BRB Foods Inc.), Underwriting Agreement (BRB Foods Inc.), Underwriting Agreement (Addentax Group Corp.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, exceptexcept in each case: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 7 contracts

Samples: Underwriting Agreement (Treasure Global Inc), Underwriting Agreement (Treasure Global Inc), Underwriting Agreement (Glimpse Group, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Pre-Funded Warrants, the Traditional Warrants and the Representative’s Representatives’ Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 6 contracts

Samples: Underwriting Agreement (Guardion Health Sciences, Inc.), Underwriting Agreement (Guardion Health Sciences, Inc.), Underwriting Agreement (Guardion Health Sciences, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance Each of this Agreement, the Warrants, Agreement and the Representative’s Warrant Escrow Agreement have has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the a valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective its terms, except: except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 5 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Golden Bull LTD), Underwriting Agreement (Golden Bull LTD)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsPre-Funded Warrant Certificates, the Warrant Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 5 contracts

Samples: Underwriting Agreement (BriaCell Therapeutics Corp.), Underwriting Agreement (BriaCell Therapeutics Corp.), Underwriting Agreement (BriaCell Therapeutics Corp.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except, in each case: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 5 contracts

Samples: Underwriting Agreement (T20 Holdings Ltd.), Underwriting Agreement (T20 Holdings Ltd.), Underwriting Agreement (T20 Holdings Pte. Ltd.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsWarrant Agreement, the Pre-Funded Warrant Agreement and the RepresentativeUnderwriter’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 4 contracts

Samples: Underwriting Agreement (Citius Pharmaceuticals, Inc.), Underwriting Agreement (Citius Pharmaceuticals, Inc.), Underwriting Agreement (Citius Pharmaceuticals, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance Each of this Agreement, the Warrants, Warrant Agreement (as defined in Section 2.21) and the Representative’s Warrant Agreement Representatives’ Purchase Option (collectively, the “Transaction Agreements”) have been duly and validly authorized by the Company, Company and, when duly executed and delivered, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 4 contracts

Samples: Underwriting Agreement (SMG Indium Resources Ltd.), Underwriting Agreement (SMG Indium Resources Ltd.), Underwriting Agreement (SMG Indium Resources Ltd.)

Validity and Binding Effect of Agreements. The execution, delivery and performance Each of this Agreement, the Warrants, Agreement and the Representative’s Warrant Agreement have Representative Warrants has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the a valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective its terms, except: except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 4 contracts

Samples: Underwriting Agreement (SolarMax Technology, Inc.), Underwriting Agreement (SolarMax Technology, Inc.), Underwriting Agreement (SolarMax Technology, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance Each of this Agreement, the Representative’s Warrants, and the Representative’s Warrant Deposit Agreement have been duly and validly authorized by the Company, and, assuming the Deposit Agreement has been duly and validly authorized by the Depositary, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 4 contracts

Samples: Underwriting Agreement (Pixie Dust Technologies, Inc.), Underwriting Agreement (Pixie Dust Technologies, Inc.), Underwriting Agreement (Earlyworks Co., Ltd.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 4 contracts

Samples: Underwriting Agreement (SU Group Holdings LTD), Underwriting Agreement (SU Group Holdings LTD), Underwriting Agreement (SU Group Holdings LTD)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsWarrant Agreement by and between the Company and [●] (the “Warrant Agreement”), and the Representative’s Warrant Agreement Unit Purchase Option have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 4 contracts

Samples: Underwriting Agreement (IMAC Holdings, Inc.), Underwriting Agreement (IMAC Holdings, Inc.), Underwriting Agreement (IMAC Holdings, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of each of this Agreement, the Warrants, Warrant Agency Agreement and the Representative’s Warrant Agreement have has been duly and validly authorized by the Company, and, when executed and delivereddelivered by the Company, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its respective terms, exceptexcept in each case: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 4 contracts

Samples: Underwriting Agreement (Opti-Harvest, Inc.), Underwriting Agreement (Opti-Harvest, Inc.), Underwriting Agreement (Opti-Harvest, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsPre-Funded Warrant Certificate, the Warrant Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 4 contracts

Samples: Underwriting Agreement (Kiromic Biopharma, Inc.), Underwriting Agreement (QSAM Biosciences, Inc.), Underwriting Agreement (QSAM Biosciences, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, the Warrant Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 4 contracts

Samples: Underwriting Agreement (eFleets Corp), Underwriting Agreement (eFleets Corp), Underwriting Agreement (Vuzix Corp)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, Series C Warrant Agreement by and between the Company and American Stock Transfer and Trust Company (the “Warrant Agreement”) and the Representative’s Warrant Unit Purchase Option Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 3 contracts

Samples: Underwriting Agreement (Great Basin Scientific, Inc.), Underwriting Agreement (Great Basin Scientific, Inc.), Underwriting Agreement (Great Basin Scientific, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the Representative’s Warrant Agent Agreement with Island Stock Transfer (the “Warrant Agent Agreement”) have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 3 contracts

Samples: Placement Agency Agreement (usell.com, Inc.), Placement Agency Agreement (usell.com, Inc.), Placement Agency Agreement (usell.com, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Exchange Agreement and the Representative’s Warrant Agreement Warrants have been duly and validly authorized by the CompanyCompany and/or Parent, andas applicable, when executed and delivered, will constitute, the valid and binding agreements of the CompanyCompany and/or Parent, enforceable against the Company as applicable, in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 3 contracts

Samples: Underwriting Agreement (Jupiter Wellness, Inc.), Underwriting Agreement (SRM Entertainment, Inc.), Underwriting Agreement (SRM Entertainment, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, and the RepresentativeUnderwriter’s Warrant Agreement Warrants have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 3 contracts

Samples: Underwriting Agreement (SMX (Security Matters) Public LTD Co), Underwriting Agreement (SMX (Security Matters) Public LTD Co), Underwriting Agreement (SMX (Security Matters) Public LTD Co)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, Pre-Funded Warrants and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 3 contracts

Samples: Underwriting Agreement (NRX Pharmaceuticals, Inc.), Underwriting Agreement (NRX Pharmaceuticals, Inc.), Underwriting Agreement (Hepion Pharmaceuticals, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, Placement Agent’s Unit Purchase Option and the Representative’s warrant agent agreement by and between the Company and Action Stock Transfer Corp. (the “Warrant Agreement have Agent Agreement”) each has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 3 contracts

Samples: Placement Agency Agreement (InspireMD, Inc.), Placement Agency Agreement (InspireMD, Inc.), Placement Agency Agreement (InspireMD, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 3 contracts

Samples: Underwriting Agreement (THUMZUP MEDIA Corp), Underwriting Agreement (THUMZUP MEDIA Corp), Underwriting Agreement (Bionik Laboratories Corp.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, Warrant Agreement and the Representative’s Warrant Agreement Warrants have been duly and validly authorized by the Company, andand the Warrant Agreement and the Warrants, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 3 contracts

Samples: Underwriting Agreement (Meridian Waste Solutions, Inc.), Underwriting Agreement (Meridian Waste Solutions, Inc.), Underwriting Agreement (Meridian Waste Solutions, Inc.)

Validity and Binding Effect of Agreements. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement, the Warrants, and the Representative’s Warrant Agreement Representative Warrants have been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 3 contracts

Samples: Underwriting Agreement (Cardiff Lexington Corp), Underwriting Agreement (PaxMedica, Inc.), Underwriting Agreement (PaxMedica, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, Pre-funded Warrants and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 3 contracts

Samples: Underwriting Agreement (Transcode Therapeutics, Inc.), Underwriting Agreement (Transcode Therapeutics, Inc.), Underwriting Agreement (Transcode Therapeutics, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, the Warrant Agreement, and the Representative’s Underwriter Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 3 contracts

Samples: Underwriting Agreement (BioRestorative Therapies, Inc.), Underwriting Agreement (BioRestorative Therapies, Inc.), Underwriting Agreement (BioRestorative Therapies, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Agreement and the Representative’s Warrant Agreement Warrants have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 3 contracts

Samples: Underwriting Agreement (Yoshiharu Global Co.), Underwriting Agreement (Reborn Coffee, Inc.), Underwriting Agreement (Yoshiharu Global Co.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivereddelivered and assuming due execution and delivery by the other parties thereto, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 3 contracts

Samples: Underwriting Agreement (Toppoint Holdings Inc.), Underwriting Agreement (Toppoint Holdings Inc.), Underwriting Agreement (Senmiao Technology LTD)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsPlacement Agent Unit Purchase Option, and the Representative’s warrant agent agreement by and between the Company and Computershare, Inc (the “Warrant Agreement have Agent Agreement”) each has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Placement Agency Agreement (Sonoma Pharmaceuticals, Inc.), Placement Agency Agreement (Sonoma Pharmaceuticals, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, Pre-Funded Warrants and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Sg Blocks, Inc.), Underwriting Agreement (Sg Blocks, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, and the Representative’s Warrant This Agreement have has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the a valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective its terms, except: except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (UTime LTD), Underwriting Agreement (UTime LTD)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the Representative’s Warrant Agreement Warrants have been duly and validly authorized by the Company, and, Company and when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Skillful Craftsman Education Technology LTD), Underwriting Agreement (Skillful Craftsman Education Technology LTD)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Warrants and the Representative’s Warrant Agreement Warrants have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Reborn Coffee, Inc.), Underwriting Agreement (Yoshiharu Global Co.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Warrants and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Pasithea Therapeutics Corp.), Underwriting Agreement (Pasithea Therapeutics Corp.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Agreement and the Representative’s Warrant Agreement Warrants have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid legal, valid, and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except, in each case: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as the enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Linkage Global Inc), Underwriting Agreement (Linkage Global Inc)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, the Warrant Agent Agreements and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Jupiter Wellness, Inc.), Underwriting Agreement (Jupiter Wellness, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsWarrant Agreement, the Pre-Funded Warrant Agreement and the RepresentativeUnderwriter’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Intellipharmaceutics International Inc.), Underwriting Agreement (Intellipharmaceutics International Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, the Warrant Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, exceptexcept in each case: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (ComSovereign Holding Corp.), Underwriting Agreement (ComSovereign Holding Corp.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsUnderwriters' Purchase Option, and the Representative’s Warrant Agreement (as hereinafter defined) have been duly and validly authorized by the Company, andand constitute, or when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Augment Systems Inc), Underwriting Agreement (Augment Systems Inc)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsWarrant Agreement (as defined in Section 2.21 hereof), and the Trust Agreement, the Representative’s Warrant Purchase Option and the Subscription Agreement have been duly and validly authorized by the Company, and, when executed Company and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal Federal, foreign and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Nautilus Marine Acquisition Corp), Underwriting Agreement (Nautilus Marine Acquisition Corp)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsWarrant Agreement (as defined in Section 2.23), the Trust Agreement, the Registration Rights Agreement (as defined in Section 2.21.5) and the Representative’s Warrant Agreement Subscription Agreements have been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (KBL Merger Corp. Iv), Underwriting Agreement (KBL Merger Corp. Iv)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsPreferred Stock Agency Agreement, and the Certificate of Designation, the Representative’s Warrant Agreement, the Warrants and the Warrant Agency Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Towerstream Corp), Underwriting Agreement (Towerstream Corp)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsPlacement Agent Unit Purchase Option, and each warrant agreement representing the Representative’s Warrant Agreement have Warrants to be delivered to each investor in the Offering each has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Placement Agency Agreement (Precision Therapeutics Inc.), Placement Agency Agreement (Precision Therapeutics Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsWarrant Agreement, the Warrant Agency Agreement and the Representative’s Warrant Agreement have all been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Tapinator, Inc.), Underwriting Agreement (Tapinator, Inc.)

Validity and Binding Effect of Agreements. The executionThis Agreement, delivery and performance of this Agreementthe Pre-Funded Warrants, the Warrants, the Warrant Agent Agreement (as hereinafter defined) and the Representative’s Warrant Agreement have each been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Mobilicom LTD), Underwriting Agreement (SaverOne 2014 Ltd.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the Representative’s Warrant Agreement transactions contemplated hereby have been duly and validly authorized by the Company, and, this Agreement, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance or transfer or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Eco-Stim Energy Solutions, Inc.), Underwriting Agreement (Eco-Stim Energy Solutions, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Agreement and the Representative’s Warrant Agreement Warrants have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, exceptexcept in each case: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Protagenic Therapeutics, Inc.\new), Underwriting Agreement (Protagenic Therapeutics, Inc.\new)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Agreement and the Representative’s Warrant Agreement have Warrants has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Chromocell Therapeutics Corp), Underwriting Agreement (Chromocell Therapeutics Corp)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Firm Warrants, the shares of Common Stock issuable upon exercise of the Firm Warrants and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (iSign Solutions Inc.), Underwriting Agreement (iSign Solutions Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, the Warrant Agreement, the Representative’s Warrant and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co), Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsRepresentative’s Warrant Agreement, the Warrants and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Northwest Biotherapeutics Inc), Underwriting Agreement (Genspera Inc)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the Representative’s Underwriters’ Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Long Island Iced Tea Corp.), Underwriting Agreement (Long Island Iced Tea Corp.)

Validity and Binding Effect of Agreements. The execution, delivery This Agreement has been duly and performance of this Agreement, validly authorized by the WarrantsCompany and constitutes, and the Representative’s Underwriter's Warrant and the Merger and Acquisition Agreement (as defined below) have been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Cpi Aerostructures Inc), Underwriting Agreement (Cpi Aerostructures Inc)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Pre-funded Warrants, the Warrant Agent Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Alset EHome International Inc.), Underwriting Agreement (Alset EHome International Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsWarrant Agent Agreement with VStock Transfer, LLC and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Ruthigen, Inc.), Underwriting Agreement (Ruthigen, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, Escrow Agreements and the RepresentativeSelling Agent’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Selling Agency Agreement (Level Brands, Inc.), Selling Agency Agreement (Level Brands, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, Warrant Agency Agreement between the Company and Equinity Trust Company (the “Warrant Agency Agreement” and the Representative’s Warrant Agreement Representatives’ Unit Purchase Option have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Know Labs, Inc.), Underwriting Agreement (Know Labs, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the Representative’s Warrant Deposit Agreement by and between the Company and the Depositary have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Ambow Education Holding Ltd.), Underwriting Agreement (Ambow Education Holding Ltd.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the Representative’s Warrant Agreement have has been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Jupiter Wellness, Inc.), Underwriting Agreement (Jupiter Wellness, Inc.)

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Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Pre-Funded Warrants, the Series A Warrants, and the Representative’s Warrant Agreement have Series B Warrants each has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Placement Agency Agreement (Glucotrack, Inc.), Placement Agency Agreement (Glucotrack, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsCertificate of Designation, the Warrants and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Certificate of Designation will be filed with the Secretary of State of Delaware.

Appears in 2 contracts

Samples: Underwriting Agreement (Rennova Health, Inc.), Underwriting Agreement (Rennova Health, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, the Warrant Agreement, the Underwriters’ Warrant, and the Representative’s Underwriters’ Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Verb Technology Company, Inc.), Underwriting Agreement (Verb Technology Company, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, each of this Agreement and the Representative’s Warrant, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Zhibao Technology Inc.), Underwriting Agreement (Zhibao Technology Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Digital Brands Group, Inc.), Underwriting Agreement (Digital Brands Group, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, Pre-Funded Warrants and the Representative’s Warrant Agreement have each been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Underwriting Agreement (Nano Dimension Ltd.), Underwriting Agreement (Nano Dimension Ltd.)

Validity and Binding Effect of Agreements. The executionThis Agreement, delivery and performance of this the Representative’s Warrant Agreement, the Unit Agreement, the Warrants, and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (TrovaGene Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement [and the RepresentativeUnderwriter’s Warrant Agreement have Option Agreement] [has] [have] been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements agreement[s] of the Company, enforceable against the Company in accordance with their [its] [their] respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Kingold Jewelry, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsPre-funded Warrant Agreement, the Warrant Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Inspira Technologies OXY B.H.N. LTD)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsWarrant Agreement by and between the Company and Computershare Trust Company N.A (the “Warrant Agent Agreement”), and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Acasti Pharma Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, and the Representative’s Warrant This Agreement have has been duly and validly authorized by the CompanyCompany and constitutes, and the Representative’s Purchase Option has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Huiheng Medical, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, and the Representative’s Underwriters’ Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Digital Brands Group, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsPlacement Agent’s Warrant Agreement, and the Representative’s Warrant Agreement Pre-Funded Warrants have has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, or similar laws affecting creditors’ rights generally; generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Placement Agency Agreement (Vision Marine Technologies Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the Representative’s Warrant Agreement by and between the Company and Corporate Stock Transfer, Inc. (the “Warrant Agreement”) have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Skyline Medical Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsUnderwriter's Purchase Option, and the Representative’s Warrant Agreement (as hereinafter defined) have been duly and validly authorized by the Company, andand constitute, or when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Pivot Rules Inc)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Representative’s Warrants and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Emulate Therapeutics, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, the Warrant Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, exceptexcept in each case: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (DERMAdoctor, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Warrants and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, andand each of this Agreement, the Warrants and the Representative’s Warrant, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (American Dg Energy Inc)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, the Warrant Agent Agreement and the RepresentativePlacement Agent’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Placement Agency Agreement (Biovie Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the Representative’s Selling Agents’ Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.

Appears in 1 contract

Samples: Selling Agent Agreement (Long Island Iced Tea Corp.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the Representative’s Warrant Agreement Representatives’ Warrants have been duly and validly authorized by the Company, and, Company and when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (WF International Ltd.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the RepresentativeUnderwriter’s Warrant Agreement and the Private Placement Warrants and related securities purchase agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Invizyne Technologies Inc)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the Representative’s warrant agent agreement by and between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement have Agent Agreement”) each has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Placement Agency Agreement (Biocept Inc)

Validity and Binding Effect of Agreements. The executionThis Agreement has been duly and validly authorized, delivery executed and performance of this Agreementdelivered by the Company, and constitutes, the Warrantsvalid and binding agreement of the Company, and the Representative’s Warrant any Terms Agreement will have been duly and validly authorized authorized, executed and delivered by the Company, and, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, in each case enforceable against the Company in accordance with their respective its terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Distribution Agreement (Stemline Therapeutics Inc)

Validity and Binding Effect of Agreements. The execution, delivery This Agreement and performance of this Agreement, each warrant agreement between the Warrants, Company and the Representative’s Warrant Agreement have holders, each has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Intellipharmaceutics International Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, . the Warrants, Pre-Funded Warrants and the Representative’s Warrant Agreement have has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (ProPhase Labs, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, the Warrant Agent Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Jupiter Wellness, Inc.)

Validity and Binding Effect of Agreements. 2.11.1. This Agreement has been duly and validly authorized, executed and delivered by the Company. 2.11.2. The execution, delivery and performance of this Agreement, the Warrants, and the Representative’s Warrant Agreement have has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective its terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Globeimmune Inc)

Validity and Binding Effect of Agreements. The execution, delivery This Agreement and performance each of this Agreement, the Warrants, and the Representative’s Warrant Agreement have Underwriters’ Warrants has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the a valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective its terms, except: except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (J-Star Holding Co., Ltd.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Agreement and the Representative’s Warrant Agreement have has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (FGI Industries Ltd.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, Warrant Agreement (as hereinafter defined) and the Representative’s Warrant Consulting Agreement (as hereinafter defined), have been duly and validly authorized by the CompanyCompany and constitute, and, or when executed and delivered, delivered will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Havana Group Inc)

Validity and Binding Effect of Agreements. The execution, delivery and performance Each of this Agreement, the WarrantsRepresentatives’ Warrant Agreement, the Deposit Agreement and each of the Representative’s Warrant Agreement have Stock Lending Agreements has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective its terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtdefenses.

Appears in 1 contract

Samples: Underwriting Agreement (Oasmia Pharmaceutical AB)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, Warrant Agent Agreement between the Company and VStock Transfer LLC and the Representative’s Warrant Agreement have Agreement, each has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Tonix Pharmaceuticals Holding Corp.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the WarrantsPlacement Agent’s Warrant Agreement, the Warrants and the Representative’s Warrant Agreement Pre-Funded Warrants have has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, or similar laws affecting creditors’ rights generally; generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Placement Agency Agreement (BriaCell Therapeutics Corp.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, This Agreement and the Representative’s Warrant Agreement have has been duly and validly authorized by the Company, and, Company and when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Fit Boxx Holdings LTD)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this This Agreement, the Warrants, the Warrant Agent Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Biovie Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance Each of this Agreement, the Warrants, and the Representative’s Warrant Agreement, the Deposit Agreement have and each of the Stock Lending Agreements has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective its terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtdefenses.

Appears in 1 contract

Samples: Underwriting Agreement (Oasmia Pharmaceutical AB)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, andand the Representative’s Warrant Agreement, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective its terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Advaxis, Inc.)

Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, and the Representative’s Warrant This Agreement have has been ----------------------------------------- duly and validly authorized by the CompanyCompany and this Agreement constitutes, and, and the Underwriter's Purchase Option when executed and delivered, delivered pursuant to this Agreement will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Underwriting Agreement (Specialty Catalog Corp)

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