Authority; Consents and Approvals. (a) The Company has all requisite corporate (or equivalent organizational) power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance of Company’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Company. The Company has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).
(b) The execution and delivery of this Agreement by the Company, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby require no filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any Governmental Authority, other than (i) compliance with any applicable requirements of the HSR Act and the EU Merger Control Regulation, (ii) such consents, approvals, authorizations, registrations, declarations or filings as may be required under the other Regulatory Laws set forth in Section 2.2(b)(ii) of the Company Disclosure Letter, (iii) compliance with the requirements of the Exchange Act, (iv) such filings with the SEC as may be required on behalf of Purchaser or Parent in connection with this Agreement and the Offer, (v) any actions or filings under Law the absence of which would not, individually or in the aggregate, result in a Material Adverse Effect.
(c) The Company Board, at a meeting duly called and held, duly adopted resolutions (i) approving this Agreement, the Offer and the other transactions contemplated hereby, and (ii) recommending that the Company Shareholders accept the Offer on the terms and conditions set forth in this Agreement and tender their Shares pursuant to the Offer on the terms and conditions set forth in this Agreement, which resolutions, as of the date of t...
Authority; Consents and Approvals. (a) Seller has all requisite corporate right, power and authority to execute, deliver and perform this Agreement and each other document and agreement referenced herein to be executed and delivered by Seller pursuant hereto (together, the "SELLER'S DOCUMENTS"). The execution, delivery, and performance of the Seller's Documents by Seller has been duly and validly authorized and approved by all necessary corporate action. The Seller's Documents constitute the legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms.
(b) The execution, delivery and performance of the Seller's Documents by Seller will not (with or without the giving of notice or the passage of time, or both) (i) violate any applicable provision of law or any rule or regulation of any federal, state or local Governmental Authority applicable to Seller or the Purchased Assets, or any order, writ, injunction, judgment or decree of any court, administrative agency or other Governmental Authority applicable to Seller or the Purchased Assets, (ii) violate either the Seller's Articles of Incorporation or Bylaws, as each is amended to the Closing Date, (iii) require any consent under, conflict with or constitute a breach or default under any agreement, indenture, mortgage, deed of trust, lease, or other instrument to which Seller is a party or by which it is bound, or any license, permit or certificate held by Seller, or (iv) require any consent of, approval by, notice to or registration with any Governmental Authority.
Authority; Consents and Approvals. The Company has the corporate power and authority to enter into this Agreement and to perform the transactions contemplated by this Agreement, subject to shareholder approval. This Agreement has been duly authorized, executed and delivered by the Company’s board of directors and, subject to shareholder approval, constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Except for obtaining shareholder approval, no other proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the agreements contemplated herein will not require the Company to obtain any other consent, waiver, authorization or approval of, or make any filing with or give prior notice to, any person, except for any such consents, waivers, authorizations or approvals which relate to shareholder approval.
Authority; Consents and Approvals. (a) Seller has all requisite corporate right, power and authority to execute, deliver and perform this Agreement and each other document and agreement referenced herein to be executed and delivered by Seller pursuant hereto (together, the “Seller’s Documents”). The execution, delivery, and performance of the Seller’s Documents by Seller has been duly and validly authorized and approved by all necessary corporate action. The Seller’s Documents constitute the legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms.
(b) The execution, delivery and performance of the Seller’s Documents by Seller will not (with or without the giving of notice or the passage of time, or both) (i) violate any applicable provision of law or any rule or regulation of any federal, state or local Governmental Authority applicable to Seller or the Purchased Assets, or any order, writ, injunction, judgment or decree of any court, administrative agency or other Governmental Authority applicable to Seller or the Purchased Assets, (ii) violate either the Seller’s Certificate of Incorporation or Bylaws, as each is amended to the Closing Date, (iii) require any consent under, conflict with or constitute a breach or default under any agreement, indenture, mortgage, deed of trust, lease, or other instrument to which Seller is a party or by which it is bound, or any license, permit or certificate held by Seller, or (iv) require any consent of, approval by, notice to or registration with any Governmental Authority.
Authority; Consents and Approvals. (a) The Seller has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action. This Agreement has been duly and validly executed and delivered by the Seller and (assuming this Agreement constitutes a valid and binding obligation of the Purchaser) constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.
(b) No consent, approval, or authorization of, or declaration, filing or registration with, any Governmental Entity is required to be made or obtained by the Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transaction, except (i) for consents, approvals or authorizations of the Seller's board of directors or Company's board of directors (Verwaltungsrat), and (ii) for consents, approvals, authorizations, declarations, filings or registrations, which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect.
Authority; Consents and Approvals. Seller has all requisite power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by Seller have been duly and validly authorized and approved by all necessary corporate action. This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against it in accordance with its terms. The execution delivery and performance of this Agreement by Seller will not (with or without the giving of notice or the passage of time, or both) (i) violate any provision of law or any rule or regulation of any federal, state, or local administrative agency or governmental authority applicable to Seller, or any order, writ, injunction, judgment or decree of any court, administrative agency or governmental authority applicable to Seller; (ii) violate Seller's Articles of Incorporation, as amended to the date hereof; (iii) require any consent under or constitute a default under any agreement, indenture, mortgage, deed of trust, lease, license or other instrument to which Seller is a party or by which it is bound (including, without limitation, under any of the Assigned Contracts), or any license, permit or certificate held by it, or (iv) require any consent of, approval by notice to or registration with any governmental authority.
Authority; Consents and Approvals. The Seller and Intelspec have all requisite company power and authority to enter into this Agreement and to perform the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by the Seller and Intelspec, and constitutes a legal, valid and binding obligation of the Seller and Intelspec, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No other proceedings on the part of the Seller and Intelspec are necessary to authorize the entering into of this Agreement and the consummation of the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the agreements contemplated herein will not require the Seller and Intelspec to obtain any consent, waiver, authorization or approval of, or make any prior filing with or give notice to, any person.
Authority; Consents and Approvals. Buyer has all necessary corporate power and authority to execute deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and such action has been duly authorized by all necessary corporate action. This Agreement, and the agreements, certificates, instruments and other documents to be delivered by Buyer in connection with this Agreement (collectively with this Agreement, the "Buyer Transaction Documents"), have been duly executed and ----------------------------- delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with their terms (i) subject to Jaws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement. of creditors' rights generally, and (ii) except that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding thereof may be brought, No consent, approval or authorization of or designation, declaration or filing with any third party or governmental authority on the part of Buyer is required in connection with the valid execution, delivery and performance by Buyer of the Buyer Transaction Documents and the consummation by Buyer of the transactions contemplated thereby.
Authority; Consents and Approvals. Power Track and Xxxxxx have all requisite power and authority to enter into this Agreement and to perform the transactions contemplated by this Agreement, subject to Shareholder approval. This Agreement has been duly authorized, executed and delivered by Power Track and Xxxxxx and constitutes a legal, valid and binding obligation of Power Track and Xxxxxx enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Except for obtaining Shareholder approval, no other proceedings on the part of Power Track and Xxxxxx are necessary to authorize the entering into of this Agreement and the consummation of the transactions contemplated hereby. Subject to receiving Shareholder approval, the execution, delivery and performance of this Agreement and the agreements contemplated herein will not require Power Track or Xxxxxx to obtain any consent, waiver, authorization or approval of, or make any prior filing with or give notice to, any person, except for such consents, waivers, authorizations or approvals which relate to Shareholder approval or which the failure to obtain or provide same would not be reasonably likely to have a material adverse effect on the Business, except for any such consents, waivers, authorizations or approvals which relate to Shareholder approval.
Authority; Consents and Approvals. No consents, authorization or approval required by this Agreement to be given by the Authority will be unreasonably withheld. Unless otherwise provided herein, all matters submitted by the Manager for approval by the Authority shall be deemed approved by the Authority unless the Authority notifies Manager in writing of its disapproval thereof within the time period specified herein for such approval or, if no such time period is specified, within thirty (30) days after such matter is so submitted in writing by the Manager to the Authority.
