Authority and No Conflicts. (i) Each Purchaser has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Purchaser and the consummation thereby of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other proceedings on the part of Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
(ii) This Agreement has been duly executed and delivered by each Purchaser and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity.
(iii) Neither the execution and delivery of this Agreement by each Purchaser nor the performance by such Purchaser of its obligations hereunder and the completion of the transactions contemplated hereby, will:
(A) conflict with, or violate any provision of, the governing documents of such Purchaser;
(B) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or breach any Laws applicable to such Purchaser;
(C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other i...
Authority and No Conflicts. (a) Xxxxx has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of the Xxxxx Common Shareholders, the Xxxxx Warrantholders and the Court as provided in this Agreement with respect to the Scheme of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Xxxxx and the consummation by Xxxxx of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Xxxxx are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby, other than, with respect to the completion of the Scheme of Arrangement, the approval of the Xxxxx Common Shareholders, the Xxxxx Warrantholders and the Court and the filing of such corporate documents under the Companies Law as are provided for in this Agreement.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been and will be duly executed and delivered by Xxxxx and constitutes and will constitute a legal, valid and binding obligation of Xxxxx, enforceable against Xxxxx in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity.
(c) The board of directors of Xxxxx at a meeting duly called and held has unanimously determined that this Agreement and the transactions contemplated hereby are in the best interests of Xxxxx, and has resolved to recommend that the Xxxxx Common Shareholders and the Xxxxx Warrantholders vote in favour of the Xxxxx Arrangement Resolution and the Xxxxx Warrantholder Arrangement Resolution, respectively.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Xxxxx nor the performance by Xxxxx of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating documents of Xxxxx;
(ii) subject to the consents, a...
Authority and No Conflicts. (a) Each of the Enterprise Parties has all requisite partnership or limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, subject to the approval of Enterprise MLP's unitholders as described in Section 5.5. The execution and delivery of this Agreement by the Enterprise Parties and the consummation by the Enterprise Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary limited liability company or partnership action and no other limited liability company or partnership proceedings on the part of the Enterprise Parties are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement other than the approval of Enterprise MLP's unitholders as described in Section 5.5. The affirmative vote of the holders of at least a majority of the outstanding Enterprise Common Units and Enterprise Class B Units, each voting separately as a class, approving the matters described in Section 5.5 is the only vote of the holders of any partnership interests in Enterprise MLP necessary to approve this Agreement and the Merger Transactions.
(b) This Agreement has been duly executed and delivered by each of the Enterprise Parties and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity.
(c) As of the Execution Date, each of the Board of Directors of Enterprise GP and the Enterprise Audit and Conflicts Committee at a meeting duly called and held has determined by the unanimous approval of all directors voting (for Enterprise GP and on behalf of Enterprise MLP) that this Agreement and the Merger Transactions are fair to, and in the best interests of, the holders of the Enterprise Common Units and has recommended the Merger Transactions, specifically the items listed in Section 5.5 to be approved at the Enterprise Unitholders' Meeting, for approval by the requisite vote of the holders of Enterprise Common Units, and those recommendations have not been withdrawn, reversed or modified in any material respect.
(d) Neither the execution and delivery of this Agreement by any of the Enterprise Parties nor the performance by any of them of their obligation...
Authority and No Conflicts. 5.3.1. Each of the Vector Parties has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. Each of the Vector Parties has taken all necessary corporate action to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement.
5.3.2. This Agreement has been duly executed and delivered by each of the Vector Parties and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally and by general principles of equity.
5.3.3. None of the execution and delivery of this Agreement by either of the Vector Parties, the performance by either of its obligations under this Agreement or the completion of the Transaction will:
5.3.3.1. conflict with, or violate any provision of, the governing documents of either of the Vector Parties;
5.3.3.2. subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Schedule A being made or obtained, violate or conflict with or result in a breach of any Laws applicable to either of the Vector Parties;
5.3.3.3. subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Schedule A being made or obtained, violate or conflict with or result in a Breach of any agreement, mortgage, indenture, lease, license or other obligation or instrument to which either of the Vector Parties is a party or by which either of the Vector Parties or any of its property is bound or subject except any Breaches which would not, individually or in the aggregate have a material adverse effect on the Vector Parties.
Authority and No Conflicts. (a) Each of the Jinchuan Parties has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by the Jinchuan Parties and the consummation by the Jinchuan Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Jinchuan Parties are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been and will be duly executed and delivered by the Jinchuan Parties and constitutes and, when executed, will constitute a legal, valid and binding obligation of each of the Jinchuan Parties, enforceable against each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity.
Authority and No Conflicts. 4.3.1. Corel has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. Corel has taken, or prior to the Closing Time will have taken, all necessary corporate action to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement.
4.3.2. This agreement has been duly executed and delivered by Corel and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally and by general principles of equity.
4.3.3. None of the execution and delivery of this Agreement by Corel, the performance by it of its obligations under this Agreement or the completion of the Transaction will:
4.3.3.1. conflict with, or violate any provision of, the governing documents of Corel or any of its Material Subsidiaries;
4.3.3.2. subject to the Regulatory Approvals being made or obtained, violate or conflict with or result in a breach of any Laws applicable to Corel or any of its Material Subsidiaries;
4.3.3.3. subject to the Consents referred to in section 4.4 and Schedule A being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time or both would constitute a default) under, or result in the automatic termination or limitation of Corel's rights under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, limit or accelerate, or require any consent or waiver under (any of the foregoing, a "Breach") (1) any Non-Material Contracts and Additional Arrangements except any Breaches which would not, individually or in the aggregate have a material adverse effect on Corel or a Subsidiary and (2) any Material Contract; or
4.3.3.4. result in the imposition of any Charge on any of Corel's assets or the assets of any of its Material Subsidiaries.
Authority and No Conflicts. 17 3.4 Consents; Approvals...................................................18 3.5
Authority and No Conflicts. 5.3.1. Co-Steel has all requisite corporate power and authority to enter into and to perform its obligations under this agreement. Co-Steel has taken all necessary corporate action to authorize the execution and delivery by it of, and the performance of its obligations under, this agreement.
5.3.2. This agreement has been duly executed and delivered by Co-Steel and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally and by general principles of equity.
5.3.3. None of the execution and delivery of this agreement by Co-Steel, the performance by it of its obligations under this agreement or the completion of the Transaction will:
5.3.3.1. conflict with, or violate any provision of, the governing documents of Co-Steel or any of its Material Subsidiaries;
5.3.3.2. subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Schedule A being made or obtained, violate or conflict with or result in a breach of any Laws applicable to Co-Steel or any of its Material Subsidiaries;
5.3.3.3. subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in section 8.6 and Schedule A being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate or accelerate, or require any consent or waiver under, any agreement, mortgage, indenture, lease, license or other obligation or instrument to which Co-Steel or any of its Material Subsidiaries is a party or by which Co-Steel or any of its Material Subsidiaries or any of its or their property is bound or subject;
5.3.3.4. result in the imposition of any Charge on any of Co-Steel's assets or the assets of any of its Material Subsidiaries; or
5.3.3.5. result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of Co-Steel or any Subsidiary or increase any benefits under any Co-Steel Plan or result in the acceleration of time of payments or vesting of any such benefits, including the time of exercise of Co-Steel Options, e...
Authority and No Conflicts. 6.3.1. Gerdau has all requisite corporate power and authority to enter into and to perform its obligations under this agreement. Gerdau has taken all necessary corporate action to authorize the execution and delivery by it of, and the performance of its obligations under, this agreement.
6.3.2. This agreement has been duly executed and delivered by Gerdau and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally and by general principles of equity.
6.3.3. None of the execution and delivery of this agreement by Gerdau, the performance by it of its obligations under this agreement or the completion of the Transaction will:
6.3.3.1. conflict with, or violate any provision of, the governing documents of Gerdau or the Gerdau Companies;
6.3.3.2. subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Schedule A being made or obtained, violate or conflict with or result in a breach of any Laws applicable to Gerdau or the Gerdau Companies;
6.3.3.3. subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 8.6 and Schedule A being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate or accelerate, or require any consent or waiver under, any agreement, mortgage, indenture, lease, license or other obligation or instrument to which any of Gerdau or the Gerdau Companies is a party or by which any of Gerdau or the Gerdau Companies or any of its property is bound or subject;
6.3.3.4. result in the imposition of any Charge on any of Gerdau's assets or the assets of the Gerdau Companies; or
6.3.3.5. result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of the Gerdau Companies or increase any benefits under any Gerdau Plan or result in the acceleration of time of payments or vesting of any such benefits, including the time of exercise of AmeriSteel Options, except, in the case of sections 6.3.3.2 through 6.3.3.5, for any of the foregoin...
Authority and No Conflicts. Santa Fe has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Santa Fe and the consummation by Santa Fe of the transactions contemplated by this Agreement will on or before the Effective Date have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Santa Fe is necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby.
