Authority; Binding Obligation. Buyer has all requisite corporate power and authority to execute and deliver each Transaction Document delivered or to be delivered by Buyer and to perform all of its obligations under the Transaction Documents. The execution, delivery and performance by Buyer of each Transaction Document delivered or to be delivered by Buyer and the consummation by Buyer of the Transaction have been or will be duly authorized by all necessary and proper corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights in general and by general principles of equity. Each other Transaction Document to be delivered by Buyer will be duly executed and delivered by Buyer and, when so executed and delivered, will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights in general and by general principles of equity.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Alanco Technologies Inc), Asset Purchase Agreement (Alanco Technologies Inc), Stock Purchase Agreement (ORBCOMM Inc.)
Authority; Binding Obligation. Buyer has The execution and delivery by Company of this Merger Agreement, the execution and delivery by Company of all requisite corporate power and authority to execute and deliver each Transaction Document delivered other Agreements, documents, certificates or to be delivered by Buyer and to perform all of its obligations under the Transaction Documents. The executionother instruments contemplated hereby, delivery and performance by Buyer of each Transaction Document delivered or to be delivered by Buyer and the consummation by Buyer Company of the Transaction transactions contemplated hereby and thereby, have been or will be duly authorized by all necessary corporate action, and proper no other corporate action proceedings on the part of BuyerCompany are necessary to authorize this Merger Agreement and the other Agreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than approval by the Company Stockholders and the approval and adoption of this Merger Agreement by Company in accordance with Delaware Law and Company's certificate of incorporation and bylaws. This Merger Agreement has been duly executed and delivered by Buyer Company and constitutes the a legal, valid and binding obligation of BuyerCompany (assuming the Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of Acquiror and Acquiror Sub), enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or Laws affecting the enforcement of creditors' rights generally and subject to the effects of general equitable principles (whether considered in general and by general principles of equity. Each other Transaction Document to be delivered by Buyer will be duly executed and delivered by Buyer and, when so executed and delivered, will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer a proceeding in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium equity or similar laws relating to or affecting the enforcement of creditors' rights in general and by general principles of equityat law).
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Samples: Merger Agreement (Titan Corp), Merger Agreement (Titan Corp)
Authority; Binding Obligation. Buyer has all requisite corporate power and authority to execute and deliver each Transaction Document delivered or to be delivered by Buyer and to perform all of its obligations under the Transaction Documentshereunder and thereunder. The execution, delivery and performance by Buyer of each Transaction Document delivered or to be delivered by Buyer and the consummation by Buyer of the Transaction have been or will be duly authorized by all necessary and proper corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights in general and by general principles of equity. Each other Transaction Document to be delivered by Buyer will be duly executed and delivered by Buyer and, when so executed and delivered, will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights in general and by general principles of equity.
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