Common use of Authority and No Violation Clause in Contracts

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 Letter, give rise to any right of termination, acceleration or cancellation of indebtedness of the Company or any Company Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of the Company or any Company Subsidiary to cease to be available; (iii) give rise to any right of first refusal or trigger any change in control provisions or any restriction or limitation under any note, bond, mortgage, indenture, contract, agreement, license, franchise or permit, except as disclosed in the Disclosure Letter and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company; or (iv) result in the imposition of any Encumbrance upon any assets of the Company or any Company Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company.

Appears in 2 contracts

Samples: Arrangement Agreement (Symmetry Holdings Inc), Arrangement Agreement (Symmetry Holdings Inc)

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Authority and No Violation. (a) The Company Genterra has the necessary all requisite corporate power, power and 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 to consummate the transactions contemplated by hereby. The execution, delivery and performance of this Agreement and the Plan of Arrangement agreements, documents and transactions contemplated herein have been duly authorized by all necessary corporate action of Genterra, other than the board approval by the shareholders of directors Genterra 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) Genterra Amalgamation Resolution. This Agreement has been duly executed and delivered by the Company Genterra and constitutes a legal, valid and binding obligation of the CompanyGenterra, enforceable against it in accordance with its terms, terms subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, moratoriumliquidation, reorganisation reorganization, reconstruction and other similar laws relating to or generally affecting the enforcement enforceability 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 courtrights. (cb) The authorization None of the execution and delivery of this Agreement, the execution and delivery by the Company consummation 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 hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, nor will they with the Plan giving of Arrangement, will notnotice or the lapse of time or both: (i) conflict with any of the terms, conditions or provisions of the Charter Documents of Genterra; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to Genterra; (iii) conflict with, result (with or without notice or the passage of time) in a violation or breach of, or constitute a default under, require or accelerate or permit the acceleration of the performance required by, any consent agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to be obtained which Genterra is a party or by which it is bound or to which its property is subject, all as of the Effective Date, or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by Genterra, or in the creation of any lien, charge, security interest or encumbrance upon any of the assets of Genterra under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give rise to any third party right other Person any interest or rights, including rights of purchase, termination, cancellation, cancellation or acceleration, penalty or payment obligation or right ; except in the case of purchase or sale under, clauses (ii) through (iv) for 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 foregoing 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 on Genterra or impair the ability of Genterra to perform its obligations hereunder or prevent or delay the consummation of any of the Company;transactions contemplated hereby; and (Cc) any note, bond, mortgage, indenture, contract, licence, permit or, government grant to which the Company or any Company Subsidiary is party The board of directors of Genterra at a meeting duly called and held or by which it is bound (other than as disclosed written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of Genterra Shares and in the Disclosure Letter); or (D) any judgment, decree, order or award best interests of any Governmental Authority or arbitrator; (ii) other than as disclosed Genterra and recommends that such Holders of Genterra Shares vote in the Disclosure Letter, give rise to any right of termination, acceleration or cancellation of indebtedness favour of the Company or any Company Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of the Company or any Company Subsidiary to cease to be available; (iii) give rise to any right of first refusal or trigger any change in control provisions or any restriction or limitation under any note, bond, mortgage, indenture, contract, agreement, license, franchise or permit, except as disclosed in the Disclosure Letter and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company; or (iv) result in the imposition of any Encumbrance upon any assets of the Company or any Company Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Companytransactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Amalgamation Agreement (Genterra Inc), Amalgamation Agreement (Genterra Inc)

Authority and No Violation. (a) The Company CMI has the necessary all requisite corporate power, power and 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 to consummate the transactions contemplated by hereby. The execution, delivery and performance of this Agreement and the Plan of Arrangement agreements, documents and transactions contemplated herein have been duly authorized by the board all necessary corporate action 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) CMI. This Agreement has been duly executed and delivered by the Company CMI and constitutes a legal, valid and binding obligation of the CompanyCMI, enforceable against it in accordance with its terms, terms subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, moratoriumliquidation, reorganisation reorganization, reconstruction and other similar laws relating to or generally affecting the enforcement enforceability 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 courtrights. (cb) The authorization None of the execution and delivery of this Agreement, the execution and delivery by the Company consummation 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 hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, nor will they with the Plan giving of Arrangement, will notnotice or the lapse of time or both: (i) conflict with any of the terms, conditions or provisions of the Charter Documents of CMI; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 being made or obtained, violate any provision of any Laws applicable to CMI; or (iii) conflict with, result (with or without notice or the passage of time) in a violation or breach of, or constitute a default under, require or accelerate or permit the acceleration of the performance required by, any consent agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to be obtained which CMI is a party or by which it is bound or to which its property is subject, all as of the Effective Date; or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by CMI, or in the creation of any Encumbrance upon any of the assets of CMI under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give rise to any third party right other Person any interest or rights, including rights of purchase, termination, cancellation, cancellation or acceleration, penalty or payment obligation or right ; except in the case of purchase or sale under, clauses (ii) through (iv) for 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 foregoing 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 on CMI or impair the ability of CMI to perform its obligations hereunder or prevent or delay the consummation of any of the Company;transactions contemplated hereby; and (Cc) any note, bond, mortgage, indenture, contract, licence, permit or, government grant to which the Company or any Company Subsidiary is party The board of directors of CMI at a meeting duly called and held or by which it is bound (other than as disclosed written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of CMI Shares and in the Disclosure Letter); or (D) any judgment, decree, order or award best interests of any Governmental Authority or arbitrator; (ii) other than as disclosed CMI and recommends that such Holders of CMI Shares vote in the Disclosure Letter, give rise to any right of termination, acceleration or cancellation of indebtedness favour of the Company or any Company Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of the Company or any Company Subsidiary to cease to be available; (iii) give rise to any right of first refusal or trigger any change in control provisions or any restriction or limitation under any note, bond, mortgage, indenture, contract, agreement, license, franchise or permit, except as disclosed in the Disclosure Letter and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company; or (iv) result in the imposition of any Encumbrance upon any assets of the Company or any Company Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Companytransactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Amalgamation Agreement (Genterra Inc), Amalgamation Agreement (Genterra Inc)

Authority and No Violation. (ai) The Company Each of the SSCC Parties has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunder and under the Plan of Arrangementhereunder. The execution and delivery of this Agreement by each of the Company SSCC Parties and the consummation by each of the Company SSCC Parties of the transactions contemplated by this Agreement and the Plan of Arrangement have been duly authorized by the board its respective Board of directors of the Company Directors and no other corporate proceedings (including a vote or approval by the shareholders) on its part are necessary to authorize this Agreement and the Plan of Arrangement, or the transactions contemplated hereby. (bii) This Agreement has been duly executed and delivered by each of the Company SSCC Parties and constitutes a its legal, valid and binding obligation of the Companyobligation, enforceable against it in accordance with its terms, subject to (i) bankruptcy, insolvency, moratorium, reorganisation insolvency and other laws relating to or applicable Laws affecting the enforcement of creditors' rights generally, and (ii) the fact that equitable remedies, including the remedies to general principles of specific performance and injunction, may be granted only in the discretion of a courtequity. (ciii) The authorization Except as set forth in the SSCC Disclosure Letter, the approval of this Agreement, the execution and delivery by each of the Company SSCC Parties of this Agreement and the performance by it of its obligations under this Agreement, hereunder and the Plan completion of the Arrangement and the transactions contemplated by this Agreement and the Plan of Arrangementthereby, will not: (iA) result (with or without notice or the passage of time) in a violation or breach of, or constitute a default under, require any consent consent, vote or approval to be obtained under or give rise to any third party right of termination, cancellation, acceleration, penalty purchase or sale rights or payment obligation or right of purchase or sale under, under any provision of: (AI) its or any Company SSCC Material Subsidiary’s 's certificate of incorporation, articles or articles, by-laws or other charter documents documents, including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with a shareholderany party holding an ownership interest in any SSCC Material Subsidiary; (BII) any applicable Laws (subject to obtaining Specified the Appropriate Regulatory Approvals and relating to the Final OrderSSCC Parties, any Laws, judgment or decree applicable to the SSCC Parties or any of the SSCC Material Subsidiaries or by which any property or assets of the SSCC Parties or any of the SSCC Material Subsidiaries is bound or affected, except to the extent that the violation or breach of of, or failure to obtain any applicable Laws consent under, any Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company;on SSCC; or (CIII) subject to obtaining the Appropriate Regulatory Approvals relating to the SSCC Parties and except as would not, individually or in the aggregate, have a Material Adverse Effect on SSCC or a SSCC Material Subsidiary, any note, bond, mortgage, indenture, material contract, licenceagreement, license, franchise or permit or, government grant to which the Company SSCC or any Company SSCC Material Subsidiary is a party or by which it SSCC or any SSCC Material Subsidiary, or any property or asset of SSCC or any SSCC Material Subsidiary is bound (other than as disclosed in or is subject or is the Disclosure Letter); or (D) any judgment, decree, order or award of any Governmental Authority or arbitratorbeneficiary; (iiB) other than as disclosed in the Disclosure Letter, give rise to any right of termination, termination or acceleration or cancellation of indebtedness of the Company any SSCC Party or any Company SSCC Material Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of the Company any SSCC Party or any Company SSCC Material Subsidiary to cease to be available;; or (iiiC) give rise to any right of first refusal or trigger any change in control provisions or any restriction or limitation under any note, bond, mortgage, indenture, contract, agreement, license, franchise or permit, except as disclosed in the Disclosure Letter and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company; or (iv) on SSCC, result in the imposition of any Encumbrance Lien upon any of its assets or the assets of any SSCC Material Subsidiary, or restrict, hinder, impair or limit the Company ability of any SSCC Party or any Company SSCC Material Subsidiary except to carry on the business as and where it is now being carried on. (iv) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by any of the SSCC Parties or the SSCC Material Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by any of the SSCC Parties of the transactions contemplated hereby other than (A) the Appropriate Regulatory Approvals relating to the SSCC Parties, and (B) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Companyon SSCC.

Appears in 1 contract

Samples: Pre Merger Agreement (Stone Container Corp)

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Authority and No Violation. (a) The Company Interrobang has the necessary all requisite corporate power, power and 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 to consummate the transactions contemplated by hereby. The execution, delivery and performance of this Agreement and the Plan of Arrangement documents and transactions contemplated herein have been duly authorized by the board all necessary corporate action 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) Interrobang. This Agreement has been duly executed and delivered by the Company Interrobang and constitutes a legal, valid and binding obligation of the CompanyInterrobang, enforceable against it in accordance with its terms, terms subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, moratoriumliquidation, reorganisation reorganization, reconstruction and other similar laws relating to or generally affecting the enforcement enforceability 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' rights. (cb) The authorization None of the execution and delivery of this Agreement, the execution and delivery by the Company consummation 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 hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, nor will they with the Plan giving of Arrangement, will notnotice or the lapse of time or both: (i) conflict with any of the terms, conditions or provisions of the Constating Documents of Interrobang; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to Interrobang; (iii) conflict with, result (with or without notice or the passage of time) in a violation or breach of, or constitute a default under, require or accelerate or permit the acceleration of the performance required by, any consent agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to be obtained which Interrobang is a party or by which it is bound or to which its property is subject, all as of the Effective Date; or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by Interrobang, or in the creation of any Encumbrance upon any of the assets of Interrobang under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give rise to any third party right other Person any interest or rights, including rights of purchase, termination, cancellation, cancellation or acceleration, penalty or payment obligation or right ; except in the case of purchase or sale under, clauses (ii) through (iv) for 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 foregoing 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 on Interrobang or impair the ability of Interrobang to perform its obligations hereunder or prevent or delay the consummation of any of the Company;transactions contemplated hereby. (Cc) any note, bond, mortgage, indenture, contract, licence, permit or, government grant to which the Company or any Company Subsidiary is party The board of directors of Interrobang at a meeting duly called and held or by which it is bound (other than as disclosed written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of Interrobang Shares and in the Disclosure Letter); orbest interests of Interrobang and has recommended that such Holders of Interrobang Shares vote in favour of the transactions contemplated by this Agreement. (Dd) any judgment, decree, order or award of any Governmental Authority or arbitrator; (ii) other than as disclosed in the Disclosure Letter, give rise to any right of termination, acceleration or cancellation of indebtedness All of the Company or any Company SubsidiaryHolders of Interrobang Shares have approved, or cause any such indebtedness to come due before its stated maturity or cause any available credit by way of written resolution, the Company or any Company Subsidiary to cease to be available; (iii) give rise to any right of first refusal or trigger any change in control provisions or any restriction or limitation under any note, bond, mortgage, indenture, contract, agreement, license, franchise or permit, except as disclosed in Amalgamation and the Disclosure Letter agreements and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company; or (iv) result in the imposition of any Encumbrance upon any assets of the Company or any Company Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Companytransactions related thereto.

Appears in 1 contract

Samples: Amalgamation Agreement

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