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Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Common Shares, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares)Shares and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’Company’s board of directors and (other than(including # the filing with the SEC of # a Form D, # the 8-K Filing (as defined below), and # a prospectus supplement in connection with the Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the Prospectus Supplement“Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the Prospectus“Prospectus”), # the filing of a supplemental listing application with Nasdaq, and # any other filings as may be required by any state securities agencies)agencies (collectively, the “Required Approvals”)) and no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Transaction Documents“Transaction Documents” means, collectively, this Agreement, the Common Shares, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity.Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations underto consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to issue the Securities in accordance with the terms hereofcarry out its obligations hereunder and thereof.thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation by the Companyit of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been duly authorized by all necessary action on the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”)Company and any other filings as may be required by any state securities agencies) no further filing, consent or authorizationaction is required by the Company, its boardthe Board of directorsDirectors or itsthe Company’s stockholders in connection herewith or therewith other governing body.than in connection with the Required Approvals. This Agreement has been, and theeach other Transaction DocumentsDocument to which it is a party has been (or upon delivery will be prior to the Closing,have been) duly executed and delivered by the Company,Company and, when delivered in accordance with the terms hereof and each constitutesthereof, will constitute the legal, valid and binding obligationsobligation of the Company,Company enforceable against the Company in accordance with its respective terms, exceptexcept: # as such enforceabilitylimited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.Transaction Documents” means, collectively, this Agreement, the Common Shares, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity.Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations underto consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to issue the Securities in accordance with the terms hereofcarry out its obligations hereunder and thereof.thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by the Companyit of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been duly authorized by all necessary action on the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”)Company and any other filings as may be required by any state securities agencies) no further filing, consent or authorizationaction is required by the Company, its boardthe Board of directorsDirectors or itsthe Company’s stockholders in connection herewith or therewith other governing body.than in connection with the Required Approvals. This Agreement has been, and theeach other Transaction DocumentsDocument to which it is a party has been (or upon delivery will be prior to the Closing,have been) duly executed and delivered by the Company,Company and, when delivered in accordance with the terms hereof and each constitutesthereof, will constitute the legal, valid and binding obligationsobligation of the Company,Company enforceable against the Company in accordance with its respective terms, except # as such enforceabilitylimited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.Transaction Documents” means, collectively, this Agreement, the Common Shares, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity.Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations underto consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to issue the Securities in accordance with the terms hereofcarry out its obligations hereunder and thereof.thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by the Companyit of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been duly authorized by all necessary action on the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”)Company and any other filings as may be required by any state securities agencies) no further filing, consent or authorizationaction is required by the Company, its boardthe Board of directorsDirectors or itsthe Company’s stockholders in connection herewith or therewith other governing body. Thisthan in connection with the Required Approvals. Subject to obtaining the Required Approvals, this Agreement has been, and theeach other Transaction DocumentsDocument to which it is a party has been (or upon delivery will be prior to the Closing,have been) duly executed and delivered by the Company,Company and, when delivered in accordance with the terms hereof and each constitutesthereof, will constitute the legal, valid and binding obligationsobligation of the Company,Company enforceable against the Company in accordance with its respective terms, except # as such enforceabilitylimited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.Transaction Documents” means, collectively, this Agreement, the Common Shares, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documentsagreements entered into by the parties on the Commencement Date and attached hereto as exhibits to this Agreement (collectively, the “Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. Thethereof, # the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Companyit of the transactions contemplated hereby and thereby (including,thereby, including without limitation, the issuance of the Common Shares)Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company’Company’s boardBoard of directors and (other than the filingDirectors or duly authorized committee thereof, do not conflict with the SECCompany’s Certificate of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”)Incorporation or Bylaws (as defined below), and any other filings as may be required by any state securities agencies) nodo not require further filing, consent or authorization is required by the Company, its boardBoard of directorsDirectors, except as set forth in this Agreement, or its stockholders or other governing body. This, # this Agreement has been, and theeach other Transaction Documents willDocument shall be prior toon the Closing,Commencement Date, duly executed and delivered by the Company,Company and # this Agreement constitutes, and each constitutesother Transaction Document upon its execution on behalf of the legal,Company, shall constitute, the valid and binding obligations of the Company,Company enforceable against the Company in accordance with its respectivetheir terms, except as such enforceability may be limited by # general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’creditors' rights and remedies and except as rights to indemnification and to contribution may be limited by# public policy underlying any law, rule or regulation (including any federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Common Shares, the Irrevocable Transfer Agent Instructions (as defined below) and eachlaw, rule or regulation) with regards to indemnification, contribution or exculpation . The Board of Directors of the other agreementsCompany or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as [Exhibit B] attached hereto to authorize this Agreement and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated herebyhereby. The Signing Resolutions are valid, in full force and thereby,effect and have not been modified or supplemented in any material respect . The Company has delivered to the Buyer a true and correct copy of the Signing Resolutions as may be amended from time to time.approved by the Board of Directors of the Company.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documentsagreements entered into by the parties on the Commencement Date and attached hereto as exhibits to this Agreement (collectively, the “Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. Thethereof, # the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Companyit of the transactions contemplated hereby and thereby (including,thereby, including without limitation, the issuance of the Common Shares)Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company’Company’s boardBoard of directors and (other than the filingDirectors or duly authorized committee thereof, do not conflict with the SECCompany’s Restated Certificate of Incorporation, as amended and as in effect on the prospectus supplement required bydate hereof (the “Certificate of Incorporation”), or Amended and Restated Bylaws, as amended and as in effect on the Registration Statement pursuant to Rule 424(b) under the 1933 Actdate hereof (the Prospectus Supplement“Bylaws”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”), and any other filings as may be required by any state securities agencies) nodo not require further filing, consent or authorization is required by the Company, its boardBoard of directorsDirectors or its stockholders or other governing body. This(other than as contemplated by [Section 1(h)] hereof), # this Agreement has been, and theeach other Transaction Documents willDocument shall be prior toon the Closing,Commencement Date, duly executed and delivered by the Company,Company and # this Agreement constitutes, and each constitutesother Transaction Document upon its execution on behalf of the legal,Company, shall constitute, the valid and binding obligations of the Company,Company enforceable against the Company in accordance with its respectivetheir terms, except as such enforceability may be limited by # general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’creditors' rights and remedies and except as rights to indemnification and to contribution may be limited by# public policy underlying any law, rule or regulation (including any federal or statestates securities law. “Transaction Documents” means, collectively, this Agreement, the Common Shares, the Irrevocable Transfer Agent Instructions (as defined below) and eachlaw, rule or regulation) with regards to indemnification, contribution or exculpation. The Board of Directors of the other agreementsCompany or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as [Exhibit B-11]1]] attached hereto to authorize this Agreement and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated herebyhereby. The Signing Resolutions are valid, in full force and thereby,effect and have not been modified or supplemented in any material respect other than by the resolutions set forth in [Exhibit B-22]2]] attached hereto regarding the registration statement referred to in [Section 4] hereof. The Company has delivered to the Buyer a true and correct copy of the Signing Resolutions as may be amended from time to time.approved by the Board of Directors of the Company or an appropriate Board committee.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documentsagreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Exchange Documents”) and to issue the Exchange Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other TransactionExchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including,thereby, including, without limitation, the issuance of the Common Shares)Exchange Securities have been duly authorized by the Company’Company’s boardBoard of directorsDirectors and no further filing (other than Form 8-K and the filing with the SECNasdaq Listing of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consentAdditional Shares Notification), consent, or authorization is required by the Company, its boardBoard of directorsDirectors or its stockholders or other governing body.stockholders. This Agreement has been, and the other TransactionExchange Documents will be prior to the Closing,have been duly executed and delivered by the Company, and each constitutesconstitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with itstheir respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Common Shares, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.laws.

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