Authority; Consents. (a) Each of Parent and Purchaser has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by each of Parent's and Purchaser's Board of Directors and no other corporate proceedings on the part of Parent, Purchaser or any of the other Parent Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms. (b) No consent, approval, order or authorization of, or registration, declaration or filing with (i) any Governmental Entity or (ii) any individual, corporation or other entity (including any holder of Axiohm's Securities) is required by or with respect to Parent in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) the filing of the Registration Statement with the SEC in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (C) satisfaction of all information and waiting period requirements of the HSR Act and any regulations promulgated thereunder, (D) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky" or securities laws and the securities laws of any foreign country, (E) those set forth in the Parent Disclosure Schedule, and (F) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on Axiohm.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ax Acquisition Corp), Merger Agreement (Dh Technology Inc)
Authority; Consents. (a) Each of Parent and Purchaser The Company has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by each of Parent's and Purchaserthe Company's Board of Directors and no other corporate proceedings on the part of Parent, Purchaser the Company or any of the other Parent Company Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent the Company and constitutes a legal, valid and binding obligation of each of Parent and Purchaserthe Company, enforceable against each of Parent and Purchaser the Company in accordance with its terms.
(b) Upon the satisfaction of all other conditions contained herein and the filing of the Agreement of Merger with the Secretary of State of the State of California, this Agreement will result in the valid, legally binding and enforceable statutory merger of Purchaser with and into the Company.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with (i) any Governmental Entity or (ii) any individual, corporation or other entity (including any holder of Axiohmthe Corporation's Securities) is required by or with respect to Parent the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) the filing of the Registration Statement with the SEC in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (C) satisfaction of all information and waiting period requirements of the HSR Act and any regulations promulgated thereunder, (D) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky" or securities laws and the securities laws of any foreign country, (E) those set forth in the Parent Company Disclosure Schedule, and (F) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on Axiohmthe Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ax Acquisition Corp), Merger Agreement (Dh Technology Inc)
Authority; Consents. (a) Each of Parent and Purchaser The Company has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by each of Parent's and Purchaserthe Company's Board of Directors and no other corporate proceedings on the part of Parent, Purchaser the Company or any of the other Parent Company Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, with respect to the Merger (unless effected pursuant to Section 253 of the DGCL) the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock). This Agreement has been duly and validly executed and delivered by Parent the Company and constitutes a legal, valid and binding obligation of each of Parent and Purchaserthe Company, enforceable against each of Parent and Purchaser the Company in accordance with its terms.
(b) Upon Company Stockholder Approval (as defined below) (to the extent the Merger is not effected pursuant to Section 253 of the DGCL), the satisfaction of all other conditions contained herein and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, this Agreement will result in the valid, legally binding and enforceable statutory merger of Purchaser with and into the Company.
(c) Under the Company's Certificate of Incorporation, By-Laws, the regulations of the New York Stock Exchange, Inc. and other laws and regulations applicable to the Company and the Company Subsidiaries only the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock voting together as a single class ("Company Stockholder Approval") is required and sufficient for the approval by the Company's stockholders of the transactions contemplated by this Agreement (to the extent the Merger is not effected pursuant to Section 253 of the DGCL).
(d) No consent, approval, order or authorization of, or registration, declaration or filing with (i) any Governmental Entity or (ii) any individual, corporation or other entity (including any holder of Axiohmthe Corporation's Securities) is required by or with respect to Parent the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) the Company Stockholder Approval, (B) the filing of the Registration Certificate of Merger with the Delaware Secretary of State, (C) if applicable, the filing of the Proxy Statement with the SEC Commission in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (CD) satisfaction of all information and waiting period requirements of the HSR Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended ("HSR") and any regulations promulgated thereunder, (DE) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky" ", or securities laws and the securities laws of any foreign country, (EF) those set forth in the Parent Company Disclosure Schedule, and (F) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on Axiohmthe Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Nick Acquisition Corp), Merger Agreement (National Education Corp)
Authority; Consents. (a) Each of Parent and Purchaser Seller has all necessary requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated herebyhereby and to own, license or lease the Assets and to operate and use the Assets and to carry on its business as presently conducted. The execution, execution and delivery and performance of this Agreement and Exhibits and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by each of Parent's and Purchaser's Board of Directors and no other all necessary corporate proceedings action on the part of Parent, Purchaser or any of the other Parent Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated herebySeller. This Agreement has and the Exhibits hereto have been duly and validly executed and delivered by Parent Seller and constitutes are valid, binding and enforceable obligations of Seller. The execution and delivery of this Agreement and the Exhibits hereto by the Sellers do not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or default under or give rise to a legalright of termination or acceleration of any obligation or loss of any benefit under (any such event, valid and binding obligation a "Conflict") (i) any provision of each the Certificate of Parent and PurchaserIncorporation or Bylaws of Seller or (ii) any agreement or instrument, enforceable against each of Parent and Purchaser in accordance with its terms.
(b) permit, judgment, statute, law, rule or regulation applicable to Seller or the Assets. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with (i) with, any Governmental Entity or (ii) any individualcourt, corporation administrative agency or other entity federal, state, county, local or foreign governmental authority, or agency having jurisdiction over the Seller (including "Governmental Entity") or any holder third party (so as to enable Seller to assign Buyer the Assets and all of Axiohmthe Seller's Securities) rights and benefits under the Contracts), is required by or with respect to Parent Seller in connection with the execution and delivery of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby, except for (A) the filing of the Registration Statement with the SEC in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (C) satisfaction of all information and waiting period requirements of the HSR Act and any regulations promulgated thereunder, (D) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky" hereby or securities laws and the securities laws of any foreign country, (E) those set forth in the Parent Disclosure Schedule, and (F) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on Axiohmthereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Interlink Computer Sciences Inc)
Authority; Consents. (a) Each of Parent and Purchaser has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance consummation of this Agreement and the consummation of the transactions contemplated hereby have Ancillary Agreements by Seller has been duly and validly authorized by each of Parent's and Purchaser's its Board of Directors and stockholders in accordance with all applicable Legal Requirements and the organizational documents of Seller, and at the Closing Date no other corporate proceedings further action will be necessary on the part of Parent, Purchaser or any of the other Parent Subsidiaries are necessary Seller to authorize make this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and constitutes a legal, valid and binding obligation of each of Parent on Seller and Purchaser, enforceable against each of Parent and Purchaser Seller in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby may be affected by bankruptcy, reorganization, moratorium, insolvency, public policy, and similar laws of general application affecting the rights and remedies of creditors and by general equity principles; provided, however, that Seller makes no representation as to the enforceability of this Agreement against Owner.
(b) No consentExcept as set forth on Schedule 5.2, approvalthe execution, order delivery, and consummation of this Agreement and the Ancillary Agreements by Seller (i) is not contrary to the Amended and Restated Certificate of Incorporation of Seller filed with the Secretary of State of the State of Delaware on August 21, 2012, as amended, or authorization the operating agreement of Seller, (ii) does not now and will not, with the passage of time, the giving of notice or otherwise, result in a violation or breach of, or registrationconstitute a default under, declaration any term or filing with provision of any indenture, mortgage, deed of trust, lease, instrument, order, judgment, decree, rule, regulation, law, contract, agreement, or any other restriction to which Seller is a party or to which any of the Purchased Assets is subject or bound, (iiii) will not result in the creation of any Governmental Entity Encumbrance on any of the Purchased Assets, and (iv) will not result in any acceleration or (ii) termination of any individualloan or security interest agreement to which Seller is a party or to which Seller or any of the Purchased Assets is subject or bound. Except as may be listed on Schedule 5.2, corporation no approval or other entity (including consent of any holder of Axiohm's Securities) Person is or was required to be obtained by or with respect to Parent in connection with Seller for the execution and delivery authorization of this Agreement or the consummation by Seller of the transactions contemplated hereby, except for (A) the filing of the Registration Statement with the SEC in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (C) satisfaction of all information and waiting period requirements of the HSR Act and any regulations promulgated thereunder, (D) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky" or securities laws and the securities laws of any foreign country, (E) those set forth in the Parent Disclosure Schedule, and (F) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on Axiohmthis Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sysorex Global Holdings Corp.)
Authority; Consents. (a) Each of Parent and Purchaser has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Sublandlord of this Agreement the Lease Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by each of Parent's and Purchaser's Board of Directors all requisite corporate, partnership or other action, and no other corporate proceedings corporate, partnership or other action on the part of ParentSublandlord is necessary for the execution, Purchaser delivery and performance by Sublandlord of any Lease Document to which it is a party and the consummation by it of the transactions contemplated hereby and thereby. Subject to Section 4.23 of the Master Agreement (which exclusively governs Environmental Health and Safety Matters) and except as disclosed on Schedule C-1 hereto, or in the Master Agreement, neither the execution nor the delivery by Sublandlord of any Lease Document to which it is a party, nor the consummation of any of the other Parent Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby or thereby, nor compliance with nor fulfillment by Sublandlord of the terms and provisions hereof or thereof, will, except as disclosed on Schedule C-1 hereto, (i) conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under (A) the Certificate or Articles of Incorporation, Bylaws, partnership agreement, or other organizational documents of Sublandlord, or (B) any lease, contract, instrument, mortgage, deed of trust, trust deed or deed to secure debt evidencing or securing indebtedness for borrowed money, any financing lease, any law, rule, regulation, judgment, order, award, decree or other restriction of any kind to which Sublandlord is a party or by which it is bound and the Demised Premises is subject, (ii) require Sublandlord to obtain the consent, approval, authorization or other order or action of, or filing with, any court, governmental authority or regulatory body, (iii) require the consent, approval, authorization or order of any person or entity under, and will not conflict with, or result in the breach, lapse or termination of, or constitute a default under, or result in the acceleration of the performance by Sublandlord under, any material lease, permit, license, contract, mortgage, deed of trust, trust deed, deed to secure debt, other lease, indenture or other instrument to which Sublandlord is a party and by which the Demised Premises is subject, (iv) give any party with rights under any instrument, contract (including any sale/leaseback agreement), lease, mortgage, deed of trust, trust deed, deed to secure debt, judgment, order, award, decree or other restriction the right to terminate, modify or otherwise change the rights or obligations of any party under such instrument, contract, lease, mortgage, deed of trust, trust deed, deed to secure debt, judgment, order, award, decree or other restriction or (v) require any declaration, filing or registration with any governmental or regulatory authority by Sublandlord. This Agreement Each Lease Document has been duly and validly executed and delivered by Parent Sublandlord and (assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto), constitutes a legal, valid and binding obligation of each of Parent and PurchaserSublandlord, enforceable against each of Parent and Purchaser Sublandlord in accordance with its terms.
respective terms (b) No consent, approval, order or authorization of, or registration, declaration or filing with (i) any Governmental Entity or (ii) any individual, corporation or other entity (including any holder of Axiohm's Securities) is required by or with respect to Parent in connection with except as the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) the filing of the Registration Statement with the SEC in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (C) satisfaction of all information and waiting period requirements of the HSR Act and any regulations promulgated thereunder, (D) such consents, approvals, orders, authorizations, registrations, declarations and filings as enforceability thereof may be required under applicable state "blue sky" limited by bankruptcy, insolvency, reorganization, moratorium or securities similar laws affecting creditor's rights generally and laws restricting the securities laws availability of any foreign country, (E) those set forth equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in the Parent Disclosure Schedule, and (F) such other consents, authorizations, filings, approvals and registrations which, if not obtained a proceeding at law or made, would not be reasonably likely to have a Material Adverse Effect on Axiohmin equity).
Appears in 1 contract
Authority; Consents. (a) Each of Parent and The Purchaser has all necessary corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by each of Parent's and the Purchaser's Board of Directors and no other corporate proceedings on the part of Parent, the Purchaser or any of the other Parent Purchaser Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Purchaser Common Stock). This Agreement has been duly and validly executed and delivered by Parent the Purchaser and constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and the Purchaser, enforceable against each of Parent and the Purchaser in accordance with its terms.
(b) Upon Purchaser Stockholder Approval (as defined below), the satisfaction of all other conditions contained herein and the filing of the Articles of Merger with the State Department of Assessments and Taxation of the State of Maryland (the "SDAT") and the Certificate of Merger with the Secretary of State of the State of Delaware, this Agreement will result in the valid, legally binding and enforceable statutory merger of Newco with and into the Purchaser.
(c) Under the Purchaser's Charter, By-Laws, rules of the Nasdaq Stock Market (National Market) and other applicable laws and regulations to which the Purchaser is subject (i) only the affirmative vote of the holders of at least a majority of the outstanding shares of Purchaser Common Stock voting together as a single class ("Purchaser Stockholder Approval") is required and sufficient for the approval by the Purchaser's stockholders of the transactions contemplated by this Agreement; and (ii) statutory appraisal rights will not be available to the holders of any of Sylvan's Securities in connection with the Merger.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with (i) any Governmental Entity or (ii) any individual, corporation or other entity (including any holder of Axiohm's Sylvan Securities) is required by or with respect to Parent the Purchaser in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) the Purchaser Stockholder Approval, (B) the declaration of effectiveness of the Form S-4 by the Commission in accordance with the Securities Act, (C) the filing of the Registration Articles of Merger with the SDAT and the Certificate of Merger with the Delaware Secretary of State, (D) the filing of the Joint Proxy Statement with the SEC Commission in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (CE) satisfaction of all information and waiting period requirements of the HSR Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and any regulations promulgated thereunder, (DF) such consents, approvals, orders, authorizations, registrations, registrations declarations and filings as may be required under applicable state "blue sky" or securities laws and the securities laws of any foreign country, (EG) those set forth in the Parent Purchaser Disclosure Schedule, and (FH) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on AxiohmSylvan.
Appears in 1 contract
Authority; Consents. (a) Each of Parent and Purchaser The Company has all necessary corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by each of Parent's and Purchaserthe Company's Board of Directors and no other corporate proceedings on the part of Parent, Purchaser the Company or any of the other Parent Company Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock). This Agreement has been duly and validly executed and delivered by Parent the Company and constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and Purchaserthe Company, enforceable against each of Parent and Purchaser the Company in accordance with its terms.
(b) Upon Company Stockholder Approval (as defined below), the satisfaction of all other conditions contained herein and the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Delaware, this Agreement will result in the valid, legally binding and enforceable statutory merger of Newco with and into the Purchaser.
(c) Under the Company's Charter, By-Laws, the regulations of the New York Stock Exchange, Inc. and other laws and regulations applicable to the Company and the Company Subsidiaries (i) only the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock voting together as a single class ("Company Stockholder Approval") is required and sufficient for the approval by the Company's stockholders of the transactions contemplated by this Agreement; and (ii) statutory appraisal rights will not be available to the holders of any of the Corporation's Securities in connection with the Merger.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with (i) any Governmental Entity or (ii) any individual, corporation or other entity (including any holder of Axiohmthe Corporation's Securities) is required by or with respect to Parent the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) the Company Stockholder Approval, (B) the declaration of effectiveness of the Form S-4 by the Commission in accordance with the Securities Act, (C) the filing of the Registration Articles of Merger with the SDAT and the Certificate of Merger with the Delaware Secretary of State, (D) the filing of the Joint Proxy Statement with the SEC Commission in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (CE) satisfaction of all information and waiting period requirements of the HSR Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and any regulations promulgated thereunder, (DF) such consents, approvals, orders, authorizations, registrations, registrations declarations and filings as may be required under applicable state "blue sky" or securities laws and the securities laws of any foreign country, (EG) those set forth in the Parent Company Disclosure Schedule, Schedule ,and (F) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on Axiohmthe Corporation.
Appears in 1 contract
Authority; Consents. (aSubject only to the approval of the Acquisition and this Agreement by Seller's shareholders as contemplated by Section 6.1(a) Each of Parent and Purchaser hereof, Seller has all necessary requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by each of Parent's and Purchaser's Board of Directors and no other all necessary corporate proceedings action on the part of ParentSeller, Purchaser or any subject only to the approval of the other Parent Subsidiaries are necessary to authorize this Agreement or to consummate the transactions Acquisition by Seller's shareholders as contemplated herebyby Section 6.1(a). This Agreement has been duly and validly executed and delivered by Parent Seller and constitutes a legal, the valid and binding obligation of each of Parent and PurchaserSeller, enforceable against each of Parent and Purchaser in accordance with its terms.
, except as such enforceability may be limited by bankruptcy and similar laws and general principles of equity. Except as set forth on Schedule 2.4, subject only to the approval of the Acquisition and this Agreement by Seller's shareholders as contemplated by Section 6.1(a) hereof, the execution and delivery of this Agreement by Seller does not, and, as of the Closing, the consummation of the transactions contemplated hereby will not, materially conflict with, or result in any material violation of, or material default under (bwith or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") No (i) any provision of the Articles of Incorporation or Bylaws of Seller or (ii) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or its properties or assets. To Seller's knowledge, no consent, waiver, approval, order or authorization of, or registration, declaration or filing with (i) with, any Governmental Entity court, administrative agency or (ii) any individual, corporation commission or other entity federal, state, county, local or foreign governmental authority, instrumentality, agency or Commission having jurisdiction over Seller (including "Governmental Entity") or any holder third party (so as to enable Seller to assign Buyer all of Axiohm's Securities) its rights and benefits under the Contracts), is required by or with respect to Parent Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) the filing of the Registration Statement with the SEC in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (C) satisfaction of all information and waiting period requirements of the HSR Act and any regulations promulgated thereunder, (D) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky" or securities laws and the securities laws of any foreign country, (E) those set forth in the Parent Disclosure Schedule, and (F) such other consentswaivers, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect which are set forth on AxiohmSchedule 2.4.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Probusiness Services Inc)
Authority; Consents. (a) Each of Parent and Purchaser has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation Ancillary Agreements by Sellers have been duly authorized by all necessary corporate action on the part of Sellers and do not and shall not conflict with, result in a default of, constitute a default under or create in any party the right to accelerate, terminate, modify or cancel, or require any notice under, (i) any provision of the Organizational Documents of any Seller, (ii) any Applicable Law to which any Seller or any of its respective assets may be subject or (iii) any Contract to which any Seller is a party or by which any Seller is bound or to which any of such Seller’s respective assets is subject.
(b) Each Seller has full power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party and to carry out the transactions contemplated hereby have been and thereby. The USI Board has unanimously and duly (i) declared that this Agreement and validly authorized by each the Contemplated Transactions are fair to and in the best interests of Parent's USI’s stockholders, (ii) approved and Purchaser's declared advisable this Agreement and the Contemplated Transactions and (iii) recommended that the stockholders of USI vote in favor of, and adopt and approve, this Agreement and the Contemplated Transactions (the “USI Board Recommendation”). The affirmative vote of Directors and no other corporate proceedings USI stockholders holding not less than two-thirds of all votes entitled to be cast on the part of Parentmatter at the USI Stockholders Meeting, Purchaser or any as defined below (the “USI Stockholder Approval”), is the only vote of the other Parent Subsidiaries are holders of any class or series of USI’s capital stock necessary to authorize approve and adopt this Agreement or to consummate and the transactions contemplated hereby. Contemplated Transactions.
(c) This Agreement has been duly and validly executed and delivered by Parent each Seller and constitutes a is, and each Ancillary Agreement contemplated hereby when executed and delivered shall be, the legal, valid and binding obligation of each of Parent and PurchaserSeller, enforceable against each of Parent and Purchaser in accordance with its their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principles.
(bd) No consent, approval, order or authorization of, or registration, declaration or filing with Except for (i) any Governmental Entity the USI Stockholder Approval or (ii) as set forth on Schedule 4.1(d), no consent (including, but not limited to, consents from parties to the Acquired Contracts), authorization, order or approval of or filing with any individual, corporation Governmental Authority or other entity (including any holder of Axiohm's Securities) Person is required by or with respect to Parent in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Sellers and the consummation by Sellers of the transactions contemplated by this Agreement and the Ancillary Agreements. Sellers do not meet or exceed the applicable thresholds under the “size-of-the-persons” test under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976.
(e) No “fair price,” “moratorium,” “control share acquisition,” “supermajority,” “affiliate transactions,” “business combination” or other similar anti-takeover statute or regulation enacted under any federal, state, local or foreign laws applicable to any Seller is applicable to this Agreement or the Contemplated Transactions. The USI Board has taken all actions so that the restrictions contained in the Maryland Business Combination Act (as defined in the MGCL) applicable to a “business combination” (as defined in the Maryland Business Combination Act) will not apply to the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated herebyContemplated Transactions. The USI Board has taken all actions so that the restrictions contained in the Maryland Control Share Acquisition Act (as defined in the MGCL) do not and will not apply to the execution, except delivery or performance of this Agreement or the Voting Agreements. No stockholder of USI has the right to demand or receive payment for (A) the filing fair value of stock of USI held by such stockholder pursuant to any provision of the Registration Statement MGCL or otherwise in connection with the SEC in accordance with the Exchange Act, (B) the filing consummation of the Agreement of Merger with the California Secretary of State, (C) satisfaction of all information and waiting period requirements of the HSR Act and any regulations promulgated thereunder, (D) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky" or securities laws and the securities laws of any foreign country, (E) those set forth in the Parent Disclosure Schedule, and (F) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on AxiohmContemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Universal Security Instruments Inc)
Authority; Consents. (a) Each of Parent and Purchaser Seller has all necessary requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated herebyhereby and to own, license or lease the Assets and to operate and use the Assets and to carry on its business as presently conducted. The execution, execution and delivery and performance of this Agreement and Exhibits and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by each of Parent's and Purchaser's Board of Directors and no other all necessary corporate proceedings action on the part of Parent, Purchaser or any of the other Parent Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated herebySeller. This Agreement has and the Exhibits hereto have been duly and validly executed and delivered by Parent Seller and constitutes a legalare valid, binding and enforceable obligations of Seller and constitute the valid and binding obligation obligations of each of Parent and PurchaserSeller, enforceable against each of Parent and Purchaser in accordance with its terms.
their terms except as such enforceability may be limited by bankruptcy or similar laws and general principles of equity. The execution and delivery of this Agreement and the Exhibits hereto by the Sellers do not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or default under or give rise to a right of termination or acceleration of any obligation or loss of any benefit under (bany such event, a "Conflict") (i) any provision of the Articles of Incorporation or Bylaws of Seller or (ii) any agreement or instrument, permit, judgment, statute, law, rule or regulation applicable to Sellers or their respective properties or assets. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with (i) with, any Governmental Entity or (ii) any individualcourt, corporation administrative agency or other entity federal, state, county, local or foreign governmental authority, or agency having jurisdiction over the Sellers (including "Governmental Entity") or any holder third party (so as to enable Sellers to assign Buyer the Assets and all of Axiohm's Securities) the Sellers' rights and benefits under the Contracts), is required by or with respect to Parent any of the Sellers in connection with the execution and delivery of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby, except for (A) the filing of the Registration Statement with the SEC in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (C) satisfaction of all information and waiting period requirements of the HSR Act and any regulations promulgated thereunder, (D) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky" hereby or securities laws and the securities laws of any foreign country, (E) those set forth in the Parent Disclosure Schedule, and (F) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on Axiohmthereby.
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Authority; Consents. (a) Each of Parent and Purchaser The Company has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by each of Parent's and Purchaserthe Company's Board of Directors and no other corporate proceedings on the part of Parent, Purchaser the Company or any of the other Parent Company Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, with respect to the Merger (unless effected pursuant to Section 253 of the DGCL) the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock). This Agreement has been duly and validly executed and delivered by Parent the Company and constitutes a legal, valid and binding obligation of each of Parent and Purchaserthe Company, enforceable against each of Parent and Purchaser the Company in accordance with its terms.
(b) Upon Company Stockholder Approval (as defined below) (to the extent the Merger is not effected pursuant to Section 253 of the DGCL), the satisfaction of all other conditions contained herein and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, this Agreement will result in the valid, legally binding and enforceable statutory merger of Purchaser with and into the Company.
(c) Under the Company's Certificate of Incorporation, By-Laws, the regulations of the New York Stock Exchange, Inc. and other laws and regulations applicable to the Company and the Company Subsidiaries only the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock voting together as a single class ("Company Stockholder Approval") is required and sufficient for the approval by the Company's stockholders of the transactions contemplated by this Agreement (to the extent the Merger is not effected pursuant to Section 253 of the DGCL).
(d) No consent, approval, order or authorization of, or registration, declaration or filing with (i) any Governmental Entity or (ii) any individual, corporation or other entity (including any holder of Axiohmthe Corporation's Securities) is required by or with respect to Parent the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) the Company Stockholder Approval, (B) the filing of the Registration Certificate of Merger with the Delaware Secretary of State, (C) if applicable, the filing of the Proxy Statement with the SEC Commission in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (CD) satisfaction of all information and waiting period requirements of the HSR Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR") and any regulations promulgated thereunder, (DE) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky" ", or securities laws and the securities laws of any foreign country, (EF) those set forth in the Parent Company Disclosure Schedule, and (F) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on Axiohmthe Corporation.
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