Authorization Contract Clauses (233)

Authorization. The Board is hereby authorized, without further action by the stockholders of the Company, to do and perform or cause the officers of the Company to do and perform, any and all acts, and to make, execute, deliver or adopt any and all agreements, resolutions, conveyances, certificates and other documents of every kind that are deemed necessary, appropriate or desirable, to implement this Plan and the transactions contemplated hereby, including, without limiting the foregoing, all filings or acts ...required by any state or federal law or regulation to wind up the affairs of the Company. 4 EX-2.1 2 tm237246d1_ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 PLAN OF LIQUIDATION AND DISSOLUTION OF RUBIUS THERAPEUTICS, INC. This Plan of Liquidation and Dissolution (the "Plan") is intended to accomplish the complete liquidation and dissolution of RUBIUS THERAPEUTICS, INC., a Delaware corporation (such corporation or a successor entity, the "Company"), in accordance with Section 281(b) of the General Corporation Law of the State of Delaware (the "DGCL"). View More

Authorization. This Amendment has been approved by proper corporate authorization and resolution of the Borrower.

Authorization. The establishment of two new series of Securities of the Company has been approved and authorized in accordance with the provisions of the Indenture pursuant to resolutions adopted by the Board of Directors of the Company on October 6, 2016.

Authorization. Borrower Parties represent and warrant to Lenders that each of them has full power and authority to enter into this Agreement; that the execution and delivery of this Agreement have been authorized by all requisite action; and that this Agreement constitutes the valid and legally binding obligation of Borrower Parties enforceable in accordance with its terms. This Agreement is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Loan Agreement a...nd the indebtedness represented thereby and by the Note shall continue in full force and effect. -2- 7. Ratification. Except as herein amended, the Loan Agreement is hereby ratified and affirmed. Execution of this Agreement shall not alter or diminish any rights of Lenders or obligations of Borrower Parties under any other note, instrument, or obligation secured by or entitled to the benefits of the Loan Agreement or the Note, including, without limitation, any of the other Loan Documents. View More

Authorization. The establishment of three new series of Securities of the Company has been approved and authorized in accordance with the provisions of the Indenture pursuant to resolutions adopted by the Board of Directors of the Company (the "Board") on June 23, 2020 and by the Pricing Committee of the Board on June 26, 2020.

Authorization. Grantor hereby authorizes Bank to (a) modify this Agreement by amending the exhibits to this Agreement to include any Intellectual Property Collateral which Grantor obtains subsequent to the date of this Agreement upon notice and consent by Grantor, and (b) file a duplicate original of this Agreement containing amended exhibits reflecting such new Intellectual Property Collateral.

Authorization. The parties signing on behalf of Tenant each hereby represents and warrants that such party has the capacity set forth on the signature pages hereof and has full power and authority to bind Tenant to the terms hereof. Two (2) authorized officers must sign on behalf of the Tenant and this Amendment must be executed by the president or vice-president and the secretary or assistant secretary of Tenant, unless the bylaws or a resolution of the board of directors shall otherwise provide. In such case..., the bylaws or a certified copy of the resolution of Tenant, as the case may be, must be furnished to Landlord. View More

Authorization. The Parties represent and warrant that each has all requisite power and authority, and all necessary authorizations, to enter into and carry out the terms and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document or instrument (including contracts, wills, agreements, records and wire receipts, etc.) to which it is a party or bound.

Authorization. Each of the Company and Darbie represent and warrant that it has all requisite power and authority to enter into and carry out the terms and provisions of this Agreement and the execution, delivery, and performance of this Agreement does not breach or conflict with any agreement, document, or instrument to which it is a party or bound. J. H. DARBIE & CO., INC. CAN B Corp. May 19, 2022 Page 6 14. Miscellaneous. This Agreement constitutes the entire understanding and agreement between the Company ...and Darbie respecting the subject matter hereof and supersedes all prior understandings or agreements between the parties with respect thereto, whether oral or written, express or implied. Any amendments or modifications must be executed in writing by both parties. This Agreement and all rights, liabilities, and obligations hereunder will be binding upon and inure to the benefit of each party's successors but may not be assigned without the prior written approval of the other party. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which will, together, constitute only one instrument. The descriptive headings of the sections of this Agreement are inserted for convenience only, do not constitute a part of this Agreement, and will not affect in any way the meaning or interpretation of this Agreement. Darbie looks forward to working with you. Please confirm that the foregoing correctly sets forth our agreement by signing the enclosed duplicate of this letter in the space provided and returning it to us, whereupon this letter will constitute a binding agreement as of the date first above written. J. H. DARBIE & CO., INC. By: Name: Xavier Vicuna Title: Vice President Accepted and agreed to as of the above date: CAN B Corp. By: Name: Marco Alfonsi Title: CEO EX-10.45 3 ex10-45.htm Exhibit 10.45 CAN B Corp. 960 South Broadway Suite 120 Hicksville, NY 11801 Re: Amended Proposed Private Placement Financing Dear Marco Alfonsi 1. As you know, on March 11, 2022, CAN B Corp. ("CANB"), entered into a Proposed Private Placement Financing Agreement (the March 11th Agreement) with J.H. Darbie & Co., Inc. ("Darbie").. This amended letter will replace the March 11th Agreement and confirm the current understanding and agreement (the "Agreement") between Darbie and CANB as follows: Engagement. The Company hereby engages Darbie on a nonexclusive basis to conduct a review of the business and financial condition of the Company and its proposed Private Placement financing ("Offering") to be used in connection with the Offering, with a view toward possibly participating as a sales agent in the private placement of Convertible Note (the "Securities") of the Company to a limited number of investors ("Investors") to be introduced to the Company by Darbie and other authorized securities broker-dealers that are members in good standing of The Financial Industry Regulatory Authority, Inc. ("FINRA"). Such private placement will be referred to as the "Transaction." Currently, the Company plans to raise up to $1,125,000. The number and price of the Securities the Company will ultimately agree to sell and the Investors to whom the Securities are sold, pursuant to the Subscription Documents (defined below), are entirely within the Company's discretion. View More

Authorization. Each person signing this Agreement as a party or on behalf of a party represents that he or she is duly authorized to sign this Agreement on such party's behalf, and is executing this Agreement voluntarily, knowingly, and without any duress or coercion.