AUTHORITY APPROVALS. The execution, delivery and performance of this Agreement by each of Buyer and Merger Sub and the consummation of the transactions contemplated hereby are within their respective corporate powers and have been duly and validly authorized by all necessary corporate action on the part of each of Buyer and Merger Sub (other than the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by Buyer and Merger Sub, and (assuming due authorization, execution and delivery by the Company, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of each of Buyer and Merger Sub, enforceable against each of Buyer and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity.
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Samples: Agreement and Plan of Merger (Texas Market Tire, Inc.), Agreement and Plan of Merger (Texas Market Tire, Inc.)
AUTHORITY APPROVALS. (a) The execution, delivery and performance of this Agreement by each of Buyer and Merger Sub the Company and the consummation of the transactions contemplated hereby and thereby are within their respective its corporate powers and have been duly and validly authorized by all necessary corporate action on the part of each of Buyer and Merger Sub the Company (other than the approval of the Merger and this Agreement by the requisite vote of the Company’s stockholders, and the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by Buyer and Merger Subthe Company, and (assuming due authorization, execution and delivery by the CompanyBuyer, Merger Sub, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of each of Buyer and Merger Subthe Company, enforceable against each of Buyer and Merger Sub the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Texas Market Tire, Inc.), Agreement and Plan of Merger (Texas Market Tire, Inc.)
AUTHORITY APPROVALS. The execution, delivery and performance of this Agreement by each of Buyer and Merger Sub and the consummation by Buyer and Merger Sub of the transactions contemplated hereby and thereby are within their respective corporate powers and have been duly and validly authorized by all necessary corporate action on the part of each of Buyer and Merger Sub (other than the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by Buyer and Merger Sub, and (assuming due authorization, execution and delivery by the Company, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of each of Buyer and Merger Sub, enforceable against each of Buyer and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity.
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AUTHORITY APPROVALS. (a) The execution, delivery and performance of this Agreement by each of Buyer and Merger Sub the Company and the consummation by the Company of the transactions contemplated hereby are within their respective its corporate powers and have been duly and validly authorized by all necessary corporate action on the part of each of Buyer and Merger Sub the Company (other than the approval of the Merger and this Agreement by the requisite vote of the Company’s stockholders, and the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by Buyer and Merger Subthe Company, and (assuming due authorization, execution and delivery by the CompanyBuyer, Merger Sub, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of each of Buyer and Merger Subthe Company, enforceable against each of Buyer and Merger Sub the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity.
Appears in 1 contract
AUTHORITY APPROVALS. (a) The execution, delivery and performance of this Agreement by each of Buyer and Merger Sub the Company and the consummation of the transactions contemplated hereby are within their respective its corporate powers power and have been duly and validly authorized by all necessary corporate action on the part of each of Buyer and Merger Sub the Company (other than the approval of the Merger and this Agreement by the requisite vote of the Company’s stockholders and the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by Buyer and Merger Subthe Company, and (assuming due authorization, execution and delivery by Buyer, Merger Sub and the Company, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of each of Buyer and Merger Subthe Company, enforceable against each of Buyer and Merger Sub the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity.
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