Authority; Approvals and Enforceability Sample Clauses
Authority; Approvals and Enforceability. (a) Each of Synacor and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval of the Synacor Shareholders as described below, to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof.
(b) The execution and delivery of this Agreement (including the Plan of Merger) by Synacor, and performance by Synacor of its obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby, have been duly and validly approved by the Synacor board of directors (the “Synacor Board”). As of the date of this Agreement, the Synacor Board has unanimously (i) approved, and declared advisable this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby upon and subject to the terms and conditions set forth herein, (ii) determined that this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby are fair to, and in the best interests of, Synacor and the Synacor Shareholders and (iii) resolved to recommend that the Synacor Shareholders approve the issuance of shares of Synacor Common Stock in the Merger (the “Synacor Voting Proposal”) at the Synacor Shareholder Meeting. As of the date of this Agreement, the foregoing Synacor Voting Proposal has not been withdrawn, revoked or modified in any respect. Prior to making the foregoing determinations, the Synacor Board received an opinion of Canaccord Genuity LLC (“Canaccord”) to the effect that, as of the date of such opinion and based upon and subject to the various limitations, matters, qualifications and assumptions set forth therein, the Exchange Ratio is fair, from a financial point of view, to Synacor, and, as of the date of this Agreement, the foregoing opinion has not been withdrawn, revoked or modified in any respect.
(c) Except for the approval of the Synacor Voting Proposal by the affirmative vote of a majority of votes present or represented by proxy at the Synacor Shareholder Meeting called to consider the Synacor Voting Proposal (the “Requisite Synacor Shareholder Approval”) and assuming the accuracy of the representations and warranties set forth in Section 3.23 of this Agreement, no other corporate proceedings on the part of Synacor are necessary to approve or adopt this Agreement under applicable Legal Requirements and to consummate the...
Authority; Approvals and Enforceability. (a) Rentrak has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval of the stockholders of Rentrak as described below, to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof.
(b) The execution and delivery of this Agreement by Rentrak, and performance by Rentrak with its obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby, and the Rentrak Support Agreements, have been duly and validly approved by the Rentrak board of directors. As of the date of this Agreement, the Rentrak board of directors has unanimously determined that this Agreement and the Merger and other transactions contemplated hereby are advisable and in the best interests of the Rentrak Shareholders and has unanimously resolved to recommend that the Rentrak Shareholders adopt this Agreement (the “Rentrak Voting Proposal”). Prior to making the foregoing determinations, the Rentrak board of directors received an opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“▇▇▇▇▇▇▇ Sachs”) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications set forth therein, the Exchange Ratio is fair, from a financial point of view, to the shareholders of Rentrak, and the foregoing opinion has not been withdrawn, revoked or modified in any respect.
(c) Except for the approval of the Rentrak Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Rentrak Common Stock entitled to vote at a meeting of the Rentrak Shareholders called to consider the Rentrak Voting Proposal (the “Requisite Rentrak Shareholder Approval”) and assuming the accuracy of the representations and warranties set forth in Section 4.23 of this Agreement, no other corporate proceedings on the part of Rentrak are necessary to approve or adopt this Agreement under applicable Legal Requirements and to consummate the Merger and other transactions contemplated hereby in accordance with the terms hereof.
(d) This Agreement has been duly and validly executed and delivered by Rentrak, and assuming due authorization, execution and delivery by comScore and Merger Sub, this Agreement constitutes a valid and binding obligation of Rentrak, enforceable against Rentrak in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorg...
Authority; Approvals and Enforceability. Each of comScore and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval of the stockholders of comScore as described below, to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof.
Authority; Approvals and Enforceability. Rentrak has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval of the stockholders of Rentrak as described below, to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof.
Authority; Approvals and Enforceability. (a) Authority. Each of Parent, Company Merger Sub and LLC Merger Sub has all requisite corporate or limited liability company (as applicable) power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Mergers and the other Transactions in accordance with the terms hereof.
Authority; Approvals and Enforceability