Authority; Authorization; Binding Effect. Buyer has all necessary power and authority and has taken all action necessary to execute and deliver this Agreement and the instruments to be executed and delivered pursuant hereto, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors rights generally and (ii) the discretion of the appropriate court with respect to specific performance, injunctive relief or other forms of equitable remedies.
Authority; Authorization; Binding Effect. Each of the SPAC and Buyer has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and to perform its obligations under this Agreement (except under Federal Cannabis Laws). This Agreement has been duly executed and delivered by each of the SPAC and Buyer and constitutes a legal (except under Federal Cannabis Laws), valid and binding obligation of the SPAC and Buyer, enforceable against the SPAC and Buyer in accordance with its terms, except as such enforcement may be limited by Enforceability Limitations.
Authority; Authorization; Binding Effect. Each of the SPAC, Merger Sub and Buyer has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and to perform its obligations under this Agreement (except under Federal Cannabis Laws). This Agreement has been duly executed and delivered by each of the SPAC, Merger Sub and Buyer and constitutes a legal (except under Federal Cannabis Laws), valid and binding obligation of the SPAC, Merger Sub and Buyer, enforceable against the SPAC, Merger Sub and Buyer in accordance with its terms, except as such enforcement may be limited by Enforceability Limitations. At a meeting duly called and held, the SPAC Board has unanimously: (a) determined that this Agreement and the Transaction are fair to and in the best interests of the SPAC Shareholders; (b) determined that the aggregate fair market value of the Acquired Companies, together with all other Persons to be acquired pursuant to the Other Transactions, is equal to at least 80% of the amount held in the Escrow Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (c) approved this Agreement and the Transaction; and (d) resolved to recommend to the SPAC Shareholders approval of this Agreement and the Transaction. Assuming a quorum is present at the SPAC Meeting, as adjourned or postponed, the only vote of any of the SPAC Shareholders necessary in connection with the entry into this Agreement by the SPAC, the consummation of the Transaction, and the approval of the SPAC Resolution is the affirmative vote of a majority-in-interest of the SPAC Shareholders.
Authority; Authorization; Binding Effect. BUYER has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement. BUYER has taken all action necessary to authorize the execution and performance of this Agreement, and the transactions contemplated hereby. This Agreement has been duly executed and delivered by BUYER and constitutes a legal, valid and binding obligation of BUYER, enforceable against BUYER in accordance with its terms, except as such enforcement may be limited by Enforceability Limitations.
Authority; Authorization; Binding Effect. Seller and the Corporation have all necessary power and authority and have taken all action necessary to execute and deliver this Agreement and the instruments to be executed and delivered pursuant hereto, to consummate the transactions contemplated by this Agreement and to perform their obligations under this Agreement. Copies of all resolutions of the Board of Directors of the Corporation with respect to the transactions contemplated by this Agreement, certified by the Secretary or an Assistant Secretary of the Corporation in form satisfactory to counsel for Buyer, have been or will be delivered to Buyer. This Agreement has been duly executed and delivered by Seller and the Corporation and constitutes a legal, valid and binding obligation of Seller and the Corporation enforceable against Seller and the Corporation in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors rights generally and (ii) the discretion of the appropriate court with respect to specific performance, injunctive relief or other forms of equitable remedies.
Authority; Authorization; Binding Effect. Sellers and the Corporation have all necessary power and authority and have taken all action necessary to execute and deliver this Agreement and the instruments to be executed and delivered pursuant hereto, to consummate the transactions contemplated by this Agreement and to perform their obligations under this Agreement. This Agreement has been duly executed and delivered by each of the Sellers and the Corporation and constitutes a legal, valid and binding obligation of Sellers and the Corporation enforceable against Sellers and the Corporation in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors rights generally and (ii) the discretion of the appropriate court with respect to specific performance, injunctive relief or other forms of equitable remedies.
Authority; Authorization; Binding Effect. Buyer has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement. Copies of all resolutions of the board of directors of Buyer with respect to the transactions contemplated by this Agreement, certified by the Secretary or an Assistant Secretary of Buyer, in form reasonably satisfactory to counsel for Seller, have been delivered to Seller. This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by Enforceability Limitations.
Authority; Authorization; Binding Effect. Buyer and TOMZ Corporation have all necessary power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement. Copies of resolutions of the members and board of directors of Buyer and TOMZ Corporation, respectively, in the form attached as Schedule 6.1(b) with respect to the transactions contemplated by this Agreement, will be delivered to Seller at the Closing. This Agreement has been duly executed and delivered by Buyer and TOMZ Corporation and constitutes a legal, valid and binding obligation of Buyer and TOMZ Corporation, enforceable against Buyer and TOMZ Corporation in accordance with its terms, except as such enforcement may be limited by (1) bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights and (2) the discretion of the appropriate court with respect to specific performance, injunctive relief or other forms of equitable remedies.
Authority; Authorization; Binding Effect. Each of Buyer and JWI have all necessary power and authority to execute and deliver this Agreement and to consummate the Transaction and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by Bxxxx and JWI and constitutes a legal, valid and binding obligation of Buyer and JWI respectively, enforceable against Buyer and JWI in accordance with its terms. The Board of Directors of Buyer has approved the Transaction and such resolutions relating thereto are in full force and effect.
Authority; Authorization; Binding Effect. Each Party has all necessary power and authority, and all necessary action has been properly taken under applicable law, its certificate of incorporation and by-laws (or comparable organizational documents) to authorize, execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement is the legal, valid and binding obligations of each Party, enforceable against it in accordance with its terms.
