Authority and Non-Contravention. Old Davel has the right, ------------------------------- power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Old Davel and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Old Davel. This Agreement has been duly executed and delivered by Old Davel and constitutes a valid and binding obligation of Old Davel, enforceable against Old Davel in accordance with its terms, subject to general principles of equity and as may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally. Neither the execution and delivery of this Agreement nor the consummation by Old Davel of the transactions contemplated hereby will (i) materially violate, or require any consent, approval or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Old Davel or (ii) violate or conflict with the articles of incorporation or code of regulations of Old Davel or constitute a material violation of or default under any contract, commitment, agreement, understanding, arrangement or other restriction of any kind to which Old Davel is a party or by which Old Davel or its assets are bound.
Appears in 5 contracts
Samples: Voting Agreement (Davel Communications Group Inc), Voting Agreement (Davel Communications Group Inc), Voting Agreement (Davel Communications Group Inc)
Authority and Non-Contravention. Old Davel has the right, ------------------------------- power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Old Davel and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Old Davel. This Agreement has been duly executed and delivered by Old Davel and constitutes a valid and binding obligation of Old Davel, enforceable against Old Davel in accordance with its terms, subject to general principles of equity and as may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally. Neither the execution and delivery of this Agreement nor the consummation by Old Davel of the transactions contemplated hereby will (i) materially violate, or require any consent, approval or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Old Davel or (ii) violate or conflict with the articles of incorporation or code of regulations of Old Davel or constitute a material violation of or default under any contract, commitment, agreement, understanding, arrangement or other restriction of any kind to which Old Davel is a party or by which Old Davel or its assets are bound.. ARTICLE IV
Appears in 5 contracts
Samples: Voting Agreement (Phonetel Technologies Inc), Voting Agreement (Phonetel Technologies Inc), Voting Agreement (Phonetel Technologies Inc)