Authority and No Violation. (a) Goldbelt has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares and the consummation by Goldbelt of the Offer have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt and constitutes a legal, valid and binding obligation of Goldbelt, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity.
(b) The authorization of this Agreement, the execution and delivery by Goldbelt of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not:
(i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of:
(A) its or any Goldbelt Subsidiary’s notice of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures;
(B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;
(C) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or
(D) any judgment, decree, order or award of an...
Authority and No Violation. (a) Each of Parent and Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror and the consummation by Offeror of the Offer have been duly authorized by their respective boards of directors and no other corporate proceedings on their parts are necessary to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by each of Parent and Offeror and constitutes a legal, valid and binding obligation of each of Parent and Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity.
(b) The authorization of this Agreement, the execution and delivery by Parent and Offeror of this Agreement and the performance by them of their respective obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of:
(i) the constating documents of Parent and Offeror;
(ii) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement;
(iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent or Offeror is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement; or
(iv) any judgment, decree, order or award of any Governmental Entity or arbitrator.
(c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to...
Authority and No Violation. The execution, delivery and performance of this Agreement and the other Related Documents to which it is a party, by each Guarantor and the guaranty of the Obligations as contemplated by this Agreement and the other Related Documents to which it is a party, by each Guarantor (a) have been duly authorized by all necessary corporate or other similar action on the part of each such Guarantor and by all necessary stockholder or other similar action, (b) will not constitute a violation of any provision of applicable law or a violation of any order of any governmental authority applicable to such Guarantor or any of its respective properties or assets, in each case, that could reasonably be expected to result in a Material Adverse Effect, (c) will not violate any provision of the certificate of incorporation or by-laws (or such other organizational and governing documents as may be applicable) of any Guarantor, or any provision of any indenture, bond, note, mortgage, deed of trust, or any other instrument or agreement to which such Guarantor is a party or subject, or by which such Guarantor or any of its respective properties or assets are bound, (d) will not be in conflict with, result in a breach of, constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such indenture, bond, note, mortgage, deed of trust, or other instrument or agreement, or give rise to any right under any of the foregoing to require any payment to be made by any Guarantor, and (e) will not result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the properties or assets of any of the Guarantors or any subsidiary of a Guarantor, other than pursuant to the Security Documents.
Authority and No Violation. (i) Seagram has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement by Seagram and the consummation by Seagram of the transactions contemplated by this Agreement have been duly authorized by its Board of Directors and no other corporate proceedings
(A) with respect to the Seagram Meeting, the Seagram Circular and other matters relating solely thereto; and
(B) with respect to the completion of the Arrangement, the approval of the Arrangement by the requisite votes cast by the Seagram Shareholders as required by the Interim Order.
(ii) Each of this Agreement and the Option Agreement has been duly executed and delivered by Seagram and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity.
(iii) The Board of Directors of Seagram has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram Common Shares and is in the best interests of Seagram, (B) received opinions from Goldxxx, Xxchs & Co. and Morgxx Xxxnxxx & Xo. Incorporated to the effect that, as of the date of this Agreement, the Exchange Ratio is fair from a financial point of view to the Seagram Shareholders, and (C) determined as of the date hereof to unanimously recommend that the Seagram Shareholders vote in favour of the Arrangement. Seagram is not subject to a shareholder rights plan or "poison pill" or similar plan.
(iv) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby and thereby, will not, subject to obtaining the Regulatory Approvals:
(A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of:
(I) its or any Seagram Material Subsidiary's certificate of incorporation, articles, by-laws or other charter documents;
Authority and No Violation. (a) The Company has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder and under the Plan of Arrangement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement and the Plan of Arrangement have been duly authorized by the board of directors of the Company and no other corporate proceedings on its part are necessary to authorize this Agreement and the Plan of Arrangement, or the transactions contemplated hereby.
(b) This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to (i) bankruptcy, insolvency, moratorium, reorganisation and other laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may be granted only in the discretion of a court.
(c) The authorization of this Agreement, the execution and delivery by the Company of this Agreement and the performance by it of its obligations under this Agreement, the Plan of Arrangement and the transactions contemplated by this Agreement and the Plan of Arrangement, will not:
(i) result (with or without notice or the passage of time) in a violation or breach of, or constitute a default under, require any consent to be obtained under or give rise to any third party right of termination, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under, any provision of:
(A) its or any Company Subsidiary’s certificate of incorporation, articles or by-laws or other charter documents or any agreement with a shareholder;
(B) any applicable Laws (subject to obtaining Specified Regulatory Approvals and the Final Order, except to the extent that the violation or breach of any applicable Laws would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company;
(C) any note, bond, mortgage, indenture, contract, licence, permit or, government grant to which the Company or any Company Subsidiary is party or by which it is bound (other than as disclosed in the Disclosure Letter); or
(D) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(ii) other than as disclosed in the Disclosure L...
Authority and No Violation. The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, the grant to Lender of the security interest in the Collateral and the Inventory Collateral, in all cases as contemplated by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, and, the Borrowings hereunder and the execution, delivery and performance of any notes evidencing any of the Loans hereunder, (i) have been duly authorized by all necessary corporate action on the part of Borrower, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to Borrower or any of its properties or assets, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, or any other organizational document of, or any provision of any material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument to which Borrower is a party or by which Borrower or any of its properties or assets are bound or to which Borrower is subject, (iv) upon execution and delivery of the Intercreditor Agreement by the parties thereto, will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such indenture, agreement, bond, note, mortgage, deed of trust, or other instrument and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of Borrower other than pursuant to this Credit Agreement or the other Fundamental Documents.
Authority and No Violation. The Company has the necessary corporate power, authority and capacity to enter into this Agreement and all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Amalgamation have been duly authorized by the Board and no other corporate proceedings on its part are necessary to authorize this Agreement and the Amalgamation, other than, the approval by the Shareholders as provided in the Circular and other matters relating thereto. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor's rights generally and general principles of equity. The authorization of this Agreement, the execution and delivery by the Company of this Agreement and the performance by it of its obligations under this Agreement, and the consummation of the Amalgamation, shall not result (with or without notice or the passage of time) in a violation, conflict or breach of, or constitute a default under, in respect of or require any consent to be obtained under or give rise to any third party right of termination, amendment, first refusal, shotgun, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under any provision of:
(i) its certificate of incorporation, articles, by-laws or other charter documents;
(ii) any applicable Laws (subject to obtaining applicable regulatory approvals) except where such violation, breach, default or failure to obtain a consent would not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this Agreement; or
(iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which the Acquiror or Subco is a party or by which it is bound, except where such violation, breach, default or failure to obtain a consent would not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this Agreement.
Authority and No Violation. Except as set forth in Schedule 4.2 hereto, the execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party and by the Borrower’s general partner, Ventas, on behalf of the Borrower, and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article IX hereof, (i) have been duly authorized by all necessary company, partnership or corporate (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of applicable Laws or any order of any Governmental Authority applicable to such Credit Party or any of its respective properties or assets, (iii) will not violate any provision of the Organizational Documents of any Credit Party or any Subsidiary of a Credit Party, or any provision of any material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its respective properties or assets are bound or to which such Credit Party is subject, (iv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such indenture, agreement, bond, note, mortgage, deed of trust, or other instrument, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien whatsoever upon any of the properties or assets of any of the Credit Parties or any Subsidiary of a Credit Party other than pursuant to this Credit Agreement or the other Fundamental Documents.
Authority and No Violation. (i) ADSX has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by ADSX and the consummation by ADSX of the transactions contemplated by this Agreement have been duly authorized by its Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby or thereby.
(ii) This Agreement has been duly executed and delivered by ADSX and constitutes a legal, valid and binding obligation, enforceable against ADSX in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity.
(iii) The approval and the execution and delivery by ADSX of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not:
(A) result in a violation or breach of, require any consent to be obtained under, or give rise to any termination rights or payment obligation under any provision of:
(I) its certificate of incorporation, articles, by-laws or other charter documents, including any unanimous shareholder agreement or any other material agreement or understanding with any party holding an ownership interest in it;
(II) subject to obtaining the Regulatory Approvals relating to ADSX, any Laws, regulation, order, judgment or decree; or
(III) any material contract, agreement, license, franchise or permit to which it is party or by which it is bound;
(B) except as would not, individually or in the aggregate, have a Material Adverse Effect, give rise to any right of termination or acceleration of indebtedness, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available; or
(C) except as would not, individually or in the aggregate, have a Material Adverse Effect, result in the imposition of any Encumbrance upon any of its assets, or restrict, hinder, impair or limit its ability to carry on its business as and where it is now being carried on or as and where it may be carried on in the future.
(iv) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by ADSX in connection with the execution and delivery of this Agreement or the consummation ...
Authority and No Violation. (i) The Corporation has the requisite corporate power and capacity to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Arrangement. The execution, delivery and performance of this Agreement by the Corporation and the completion of the Arrangement by the Corporation have been duly authorized by its Board of Directors and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement or the completion of the Arrangement by the Corporation other than the approval of the Circular by the Board of Directors and the calling of the Meeting and the receipt of approval of the Shareholders required by the Interim Order and the approval of the Court.
(ii) This Agreement has been duly executed and delivered by the Corporation and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws affecting creditors’ rights generally and to general principles of equity.
(iii) The Board of Directors has (i) received an oral Fairness Opinion (to be followed by a written Fairness Opinion); and (ii) after receiving the recommendation of a special committee of directors formed for the purpose of, among other things, considering this Agreement and the Arrangement and after consultation with its financial and outside legal advisors (A) determined unanimously (except for directors abstaining because of conflict of interests) that the consideration offered under the Arrangement for each Share is fair from a financial point of view to the Shareholders and that the entering into of this Agreement and the completion of the Arrangement are in the best interests of the Corporation; and (B) determined unanimously (except for directors abstaining because of conflict of interests) to recommend that the holders of the Shares vote in favour of the Arrangement. As of January 10, 2007, all of the Directors have advised that they intend to vote all Shares held by them in favour of the Special Resolution and the Circular will so state.
(iv) The execution and delivery of this Agreement by the Corporation do not, and the consummation of the Arrangement and the performance of this Agreement by the Corporation will not:
(A) conflict with or violate the Articles of Incorporation or Bylaws or equivalent organizational documents of the Corporation or any of its subsidiaries;
(B) assuming that all consen...
