Approval; Binding Effect. Stockholder has obtained all corporate and other approvals necessary for the execution and delivery of this Agreement and for the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other law affecting or relating to creditors’ rights generally and general principles of equity.
Approval; Binding Effect. Each of the Parent and the Acquirer has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its agreements and obligations hereunder in accordance with its terms. This Agreement and the transactions contemplated hereby have been duly authorized by the board of directors and, stockholders if and to the extent required, of the Parent and the Acquirer. This Agreement has been duly executed and delivered by each of the Parent and the Acquirer. This Agreement constitutes the legal, valid and binding obligation of the Parent and/or the Acquirer, as applicable, enforceable against the Parent and/or the Acquirer, as applicable, in accordance with its terms, except as such validity, binding effect or enforceability may be limited by bankruptcy, insolvency and similar laws affecting creditor's rights generally or equitable principles relating to the availability of remedies.
Approval; Binding Effect. The execution, delivery and performance of this Agreement, and all documents, instruments and agreements executed by Buyer pursuant to this Agreement, have been authorized by all necessary action by buyer. Upon the execution of this Agreement by all parties hereto, Buyer's obligations under this Agreement will constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms.
Approval; Binding Effect. The LLC has obtained all necessary authorizations and approvals required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the LLC and constitutes the legal, valid and binding obligation of the LLC, enforceable against the LLC in accordance with its terms.
Approval; Binding Effect. The KES Entities have given all --------- ------- ------ necessary notices and obtained all necessary authorizations and approvals of any Person, other than a Governmental Person, required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the KES Entities and constitutes the legal, valid and binding obligation of each of the KES Entities, enforceable against each of the KES Entities in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other law affecting or relating to creditors' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Approval; Binding Effect. The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its agreements and obligations under, and to consummate the transactions contemplated by, this Agreement. This Agreement and the transactions contemplated hereby have been duly authorized by the board of directors of the Company and no other corporate actions or approvals on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, subject only to the approval and adoption of this Agreement and the approval of the Merger by Company Stockholders pursuant to the DGCL and the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such validity, binding effect or enforceability may be limited by bankruptcy, insolvency and similar laws affecting creditor's rights generally or equitable principles relating to the availability of remedies. The board of directors of the Company, at a meeting duly called and held, has by unanimous votes of those directors
(a) determined that this Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Merger, are fair to and in the best interests of the stockholders of the Company, and (b) resolved to recommend that the holders of shares of Company Stock approve this Agreement and the transactions contemplated herein, including the Merger.
Approval; Binding Effect. Such Company Stockholder (other than an individual) has all requisite power and authority, or capacity, as the case may be, to execute and deliver this Agreement and to perform all of its agreements and obligations under, and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by such Company Stockholder. This Agreement constitutes the legal, valid and binding obligation of such Company Stockholder and Company Optionholder, enforceable against such Company Stockholder and Company Optionholder in accordance with its terms, except as such validity, binding effect or enforceability may be limited by bankruptcy, insolvency and similar laws affecting creditor's rights generally or equitable principles relating to the availability of remedies.
Approval; Binding Effect. Each Holder has obtained all corporate and other approvals necessary for the execution and delivery of this Agreement and for the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Holder and constitutes the legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other law affecting or relating to creditors’ rights generally and general principles of equity.
Approval; Binding Effect. Each of the Palladium Parties has obtained all necessary corporate or limited partnership (as applicable) authorizations and approvals from its stockholders or partners, and Board of Directors or other governing body required (a) for the execution and delivery of this Agreement and the other Transaction Documents to which it is a party, (b) for the consummation of the transactions contemplated hereby and thereby and (c) to perform all of its agreements and obligations hereunder and thereunder in accordance with the terms hereof and thereof. This Agreement has been and, as of the Closing Date, each of the other Transaction Documents to which any Palladium Party is a party will be, duly executed and delivered by each of the Palladium Parties and constitutes or, as of the Closing Date, will constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.
Approval; Binding Effect. The Company has obtained all necessary authorizations and approvals required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
