Authority, Approvals and Consents. The Companies have the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not:
(i) contravene any provisions of the Articles of Incorporation or By-Laws (including any comparable governing instrument with a different name) of any of the Companies;
(ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) or, except as set forth on Schedule 2.4 hereto, require any consent or waiver of any party to any Company Agreement;
(iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement);
(iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies or any of their respective businesses or properties; or
(v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth...
Authority, Approvals and Consents. (a) Parent has the corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Documents to be executed and delivered by Parent and to consummate the transactions contemplated hereby and thereby. At the Closing, each other Seller will have the corporate (or other Entity) power and authority, to execute, deliver and perform the Ancillary Documents to be executed, delivered and performed by such Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent of this Agreement and each of the Ancillary Documents to which it will at Closing be a party, and the consummation by Parent of the transactions contemplated hereby and thereby, have been, and at the Closing the execution, delivery and performance by each Seller of the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby by such Sellers will have been, duly authorized and approved by the board of directors (or comparable governing body) of each of the Sellers, and no other corporate (or other Entity) actions or proceedings on the part of Sellers or Equityholders of Sellers are necessary to authorize and approve this Agreement or the Ancillary Documents to be executed and delivered by Sellers and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Parent, and the Ancillary Documents to be executed and delivered by any Seller at the Closing will be duly executed and so delivered by such Seller. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Seller will constitute, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions.
(b) The execution, delivery and performance by Parent of this Agreement and by the applicable Sellers of the Ancillary Documents to be executed, delivered and performed by them, the consummation by Parent and the applicable Sellers of the transactions contemplated hereby and thereby, and compliance by the applicable Sellers hereof and thereof, do not and will not:
(i) contravene or violate any provision of any of the Governing Documents of Parent, the Sellers or any Transferred Company or Non-Controlled Company;
(ii) conflict with, result in a breach of any provision of, constitute...
Authority, Approvals and Consents. Purchaser has the corporate power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by the Board of Directors of Purchaser and by their respective stockholders and no other corporate or other proceedings on the part of Purchaser are necessary to authorize and approve this Agreement and the transactions contemplated hereby. Purchaser hereby expressly represents that they have fully and properly complied with all aspects of applicable Delaware corporate law in entering into this Agreement and for consummating the transactions contemplated hereunder. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.
Authority, Approvals and Consents. UAG and Sub have the corporate power and authority to enter into this Agreement and to perform their respective obligations hereunder. This Agreement has been duly executed and delivered by, and constitutes valid and binding obligation of, UAG and Sub, enforceable against UAG and Sub in accordance with its terms. Except as set forth on SCHEDULE 4.3 hereto, the execution, delivery and performance by UAG and Sub of this Agreement and the consummation of the transactions contemplated hereby do not and will not:
(i) contravene any provisions of the certificate of incorporation or bylaws of UAG or Sub;
(ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any UAG Agreement (as defined below) or, require any consent or waiver of any party to any UAG Agreement other than agreements the breach or violation of which could not reasonably be expected to have a material adverse effect on UAG and its subsidiaries, taken as a whole;
(iii) violate or conflict with any Legal Requirements applicable to UAG or any of its subsidiaries or any of their respective businesses or properties; or
(iv) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act.
Authority, Approvals and Consents. Each of BPI and the BP Selling Entities has the organizational power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors or similar governing body of BPI and the BP Selling Entities and no other organizational proceedings on the part of BPI or the BP Selling Entities are necessary to authorize and approve this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of, each of BPI and the BP Selling Entities enforceable against each of them in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies). The execution, delivery and performance of this Agreement by BPI and the BP Selling Entities and the other Transaction Documents to which any of them is a party and the consummation of the transactions contemplated hereby and thereby do not and will not:
(i) contravene any provisions of the certificate of incorporation and bylaws of BPI or the BP Selling Entities (or equivalent documents with different names);
(ii) except as set forth in Schedule 3.4(ii), (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Contract set forth on Schedule 3.13(a) or, require any consent or waiver of any third Person to a Contract set forth on Schedule 3.13(a);
(iii) result in the creation of any Lien (other than Permitted Liens) upon, or any Person obtaining any right to acquire, the Business Assets or the Purchased Equity Interests;
(iv) violate or conflict with any Legal Requirements applicable to BPI, any of the BP Selling Entities, any of the Business Assets or any of the Purchased Equity Interests; or
(v) except as set forth in Schedule 3.4(v), require any authorization, consent, order, permit or approval of, or noti...
Authority, Approvals and Consents. Each of the Company and the Shareholders has the requisite power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Ancillary Agreements has been or will be duly executed and delivered by each of the Company and the Shareholders and constitutes or will constitute a valid and binding obligation of each of the Company and the Shareholders, enforceable against each of the Company and the Shareholders in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies. Except as set forth in Section 3.4 of the Disclosure Schedule, the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company and the Shareholders and the consummation of the transactions contemplated hereby and thereby do not and will not:
(a) contravene any provisions of the Certificate of Incorporation or By-Laws of the Company;
(b) after notice or lapse of time or both, conflict with, result in a breach of any provision of, constitute a default or require consent or the provision of notice under, result in the modification or cancellation of, or give rise to any right of prepayment under or termination in respect of, (i) any Material Agreement or Property Lease and (ii) any other material agreement, contract, commitment, understanding or arrangement of any kind to which the Shareholders, the Company or any Subsidiary is a party or to which the Shareholders or any of the Company’s or any Subsidiary’s property is subject;
(c) violate or conflict with any Legal Requirements applicable to the Shareholders, the Company or any Subsidiary, except where such violation or conflict could not reasonably be expected to have a Material Adverse Effect; or
(d) except for filings under the HSR Act, require any material authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Authority.
Authority, Approvals and Consents. Seller has the corporate power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by the Board of Directors of Seller and by their respective stockholders and no other corporate or other proceedings on the part of Seller are necessary to authorize and approve this Agreement and the transactions contemplated hereby. Seller hereby expressly represents that they have fully and properly complied with all aspects of applicable Massachusetts corporate law in entering into this Agreement and for consummating the transactions contemplated hereunder. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Except as set forth or referred to above on Schedule 4.2(ii) hereto, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority is necessary to be obtained or made by Seller to enable Purchaser to continue to conduct the Business and use the Assets after the Closing in a manner which is in all material respects consistent with that in which the Business is presently conducted and as the Assets are currently utilized. Furthermore, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, creditor or other party is necessary to be obtained or has not been obtained by Seller prior to Closing to effectively convey to Purchaser good, clear and marketable title to the Assets, free of any and all claims of any party with respect thereto (except as set forth in Section 4.4 herein below and provided in Schedule 4.2(ii)).
Authority, Approvals and Consents. GreenShift has the corporate power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by the Board of Directors of GreenShift and by their respective stockholders and no other corporate or other proceedings on the part of GreenShift are necessary to authorize and approve this Agreement and the transactions contemplated hereby. GreenShift hereby expressly represents that they have fully and properly complied with all aspects of applicable Delaware corporate law in entering into this Agreement and for consummating the transactions contemplated hereunder. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of GreenShift, enforceable against GreenShift in accordance with its terms.
Authority, Approvals and Consents. The execution, delivery and performance of this Agreement by the Company and the consummation by Buyer and Seller of the Transactions contemplated hereby do not and will not:
(i) contravene any provisions of the Certificate of Incorporation or By-Laws of the Company;
(ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination, or acceleration in respect of, any commitment, contract, agreement or understanding to which the Company is bound (the "COMPANY AGREEMENT"), or require any consent or waiver of any party to any Company Agreement;
(iii) result in the creation of any security interest, pledge, lien, claim, option (other than the stock option granted to the directors of the Company) or encumbrance of any nature (the "SECURITY INTEREST") upon, or any person obtaining any right to acquire any properties, assets or rights of the Company (other than the rights of Buyer to acquire the Shares pursuant to this Agreement);
(iv) violate or conflict with any Legal Requirements (as defined in Article 2.6 hereof) applicable to the Company or any of its businesses or properties; or
(v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority; provided, however, this excludes registrations and reports required under security laws of the United States and Japan in relation to this Agreement.
Authority, Approvals and Consents. Buyer has the power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of, Buyer, enforceable against Buyer in accordance with its terms (provided, however, the enforceability may be limited by applicable bankruptcy, reorganization, or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies).
