Authority, Enforceability, No Violation Sample Clauses

Authority, Enforceability, No Violation. Etc. MergerCo has all -------------------------------------------- requisite corporate power and authority to execute and deliver each of the Documents to which it is or will be a party as contemplated hereby and to perform its obligations under each such Document. The execution and delivery by MergerCo of each of the Documents to which it is a party and the performance by MergerCo of its obligations thereunder have been duly and validly authorized by all necessary action (corporate or otherwise) on the part of MergerCo. Each of the Documents to which MergerCo is a party has been, or upon its execution and delivery will be, duly and validly executed and delivered by MergerCo and is, or upon its execution and delivery will be, a valid and binding obligation of MergerCo, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity. Neither the execution or delivery by MergerCo of any of the Documents to which it is or will be a party, nor the performance by MergerCo of its obligations thereunder, nor compliance by MergerCo with any of the provisions thereof will (i) conflict with or result in a breach of any provision of MergerCo's Charter or By-Laws, (ii) violate any material law, statute, rule or regulation or judgment, order, writ, injunction or decree of any Governmental Authority, in each case applicable to MergerCo or its assets, or (iii) conflict with or result in a default or breach of any provision of any material contract or agreement to which MergerCo is a party or by which its assets may be bound. Except as contemplated by this Agreement, no material filing with, and no material permit, authorization, consent or approval of, any Person is necessary for the consummation by MergerCo of the transactions contemplated by the Documents.
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Authority, Enforceability, No Violation. Each of Phase Forward and Sub has the corporate power, capacity and authority to execute, deliver and perform its obligations under all Purchase Documents to which it is a party. Execution, delivery and performance by each of Phase Forward and Sub of all Purchase Documents to which it is a party have been authorized by all necessary corporate action on the part of Phase Forward and Sub. All such Purchase Documents constitute legal, valid and binding obligations of Phase Forward and Sub, each enforceable in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity (collectively, the “Enforceability Exceptions”). Execution, delivery and performance by each of Phase Forward and Sub of each of the Purchase Documents, and consummation of transactions contemplated by this Agreement, including the Merger, do not conflict with any of Phase Forward’s or Sub’s Certificate of Incorporation or Articles of Organization or bylaws, violate any Law, or breach any Contract to which Phase Forward or Sub is a party or by which the Assets of Phase Forward or Sub are bound.
Sample 1
Authority, Enforceability, No Violation. Etc. The Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the documents contemplated hereby to which it is a party, to perform its obligations under this Agreement and each such document, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Buyer of each document contemplated hereby to which it is a party, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer. This Agreement and each document contemplated hereby to which the Buyer is a party is, or upon its execution and delivery will be, a valid and binding obligation of the Buyer, enforceable against it in accordance with the terms thereof. Neither the execution, delivery or performance by the Buyer of this Agreement or any document contemplated hereby to which it is a party, nor the consummation by the Buyer of the transactions contemplated hereby and thereby, nor compliance by the Buyer with any of the provisions hereof and thereof will (i) conflict with or result in a breach of any provision of the Buyer's Charter or By-Laws, (ii) conflict with any material law, PAGE statute, rule or regulation or judgment, order, writ, injunction or decree of any Governmental Authority, in each case applicable to the Buyer or its assets, or (iii)conflict with or result in a default or breach of any provision of any material contract or agreement to which the Buyer is a party or by which its assets may be bound. No material filing with, and no material permit, authorization, consent or approval of, any Person is necessary for the consummation by the Buyer of the transactions contemplated by this Agreement and the documents contemplated hereby.
Sample 1
Authority, Enforceability, No Violation. No Approvals The Seller has all requisite corporate power and authority to execute and deliver this Agreement and the other agreements, instruments, certificates and documents necessary for the consummation of the transactions contemplated by this Agreement (together with this Agreement, collectively, the "DOCUMENTS") to which it is or will be a party as contemplated hereby and to perform its obligations under each such Document. The execution and delivery by the Seller of each such Document and the performance by the Seller of its obligations thereunder have been duly and validly authorized by all necessary
Sample 1
Authority, Enforceability, No Violation. (a) Waban has the corporate power, capacity and authority to execute, deliver and, subject to the adoption and approval of this Agreement and the Merger by the Waban Shareholders, perform its obligations under all Purchase Documents to which it is a party. Execution, delivery and performance by Waban of all Purchase Documents to which it is a party have been authorized by all necessary corporate action, subject to the adoption and approval of this Agreement and the Merger by the Waban Shareholders. As of the Closing Date, the Purchase Documents to which Waban is a party will have been duly executed and delivered by Waban and constitute legal, valid and binding obligations of Waban, enforceable in accordance with their respective terms, subject to the Enforceability Exceptions. (b) Execution, delivery and, subject to the adoption and approval of this Agreement and the Merger by the Waban Shareholders, performance by Waban of each of the Purchase Documents to which it is a party, and consummation of transactions contemplated by this Agreement, including the Merger, do not (i) conflict with Waban’s Certificate of Incorporation or bylaws, or the charter or other organizational documents of any Waban Subsidiary, (ii) violate any Law, or (iii) except as described on Schedule 7.2, breach or give rise to any right (whether subject to notice or lapse of time or both) of acceleration, termination, cancellation, Consent, imposition of fees or penalties under any Contract or Permit to which Waban or any of its Subsidiaries is a party or by which Waban’s or any of its Subsidiaries’ Assets are bound. (c) The Board of Directors, at a meeting duly noticed and convened, has unanimously adopted resolutions approving and adopting this Agreement and the other Purchase Documents and declared this Agreement advisable. These resolutions have not been amended, rescinded or repealed. The Board of Directors has recommended to the Waban Shareholders that they vote to approve and adopt this Agreement and the Merger.
Sample 1
Authority, Enforceability, No Violation. (a) Lincoln has the corporate power, capacity and authority to execute, deliver and, subject to the adoption and approval of this Agreement and the Merger by the Lincoln Shareholders, perform its obligations under all Purchase Documents to which it is a party. Execution, delivery and performance by Lincoln of all Purchase Documents to which it is a party have been authorized by all necessary corporate action, subject to the adoption and approval of this Agreement and the Merger by the Lincoln Shareholders. As of the Closing Date, the Purchase Documents to which Lincoln is a party will have been duly executed and delivered by Lincoln and constitute legal, valid and binding obligations of Lincoln, enforceable in accordance with their respective terms, subject to the Enforceability Exceptions. (b) Execution, delivery and, subject to the adoption and approval of this Agreement and the Merger by the Lincoln Shareholders, performance by Lincoln of each of the Purchase Documents to which it is a party, and consummation of transactions contemplated by this Agreement, including the Merger, do not (i) conflict with Lincoln’s articles of organization or bylaws, or the charter or other organizational documents of any Lincoln Subsidiary, (ii) violate any Law, or (iii) except as described on Schedule 7.2, breach or give rise to any right (whether subject to notice or lapse of time or both) of acceleration, termination, cancellation, Consent, imposition of fees or penalties under any material Contract or Permit to which Lincoln or any of its Subsidiaries is a party or by which Lincoln’s or any of its Subsidiaries’ Assets are bound. (c) The Board of Directors, at a meeting duly noticed and convened, has unanimously adopted resolutions approving and adopting this Agreement and the other Purchase Documents and declared this Agreement advisable. These resolutions have not been amended, rescinded or repealed. The Board of Directors has recommended to the Lincoln Shareholders that they vote to approve and adopt this Agreement and the Merger.
Sample 1
Authority, Enforceability, No Violation. The Purchaser and IHS Sub have the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and the other Transaction Documents to which each is a party, and to fully perform their obligations under each such Transaction Document and to consummate the transactions contemplated by each such document. The execution, delivery and performance of the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action (corporate or otherwise) on the part of Purchaser and IHS Sub. Each of the Transaction Documents to which the Purchaser and IHS Sub is a party has been duly executed and delivered by the Purchaser and IHS Sub, respectively, and constitutes a valid and binding obligation of the Purchaser and IHS Sub, respectively, enforceable against the Purchaser and IHS Sub, respectively, in accordance with its terms. No approval or consent of any Governmental Entity or of any other Person, which consent has not been obtained, is required in connection with the execution and delivery by the Purchaser of this Agreement and the other Transaction Documents to which it is a party and the consummation and performance by the Purchaser or IHS Sub of the transactions contemplated hereby and thereby.
Sample 1
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Authority, Enforceability, No Violation. (a) SE Corp and SE Bank have full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of SE Corp and to the receipt of the Consents of the Regulatory Authorities and the expiration of all related waiting periods, to consummate the transactions and perform its obligations as contemplated by this Agreement. The Boards of Directors of SE Corp and SE Bank have duly and validly approved this Agreement and the transactions contemplated hereby, have authorized the execution and delivery of this Agreement, have directed that this Agreement and the transactions contemplated hereby be submitted to SE Corp’s shareholders for approval at a meeting of such shareholders and, except for the adoption of such Agreement by its shareholders and the execution and filing of the Articles of Merger, no other corporate proceeding on the part of SE Corp or SE Bank is necessary to consummate the transactions so contemplated. This Agreement constitutes a legal, valid and binding obligations of SE Corp and SE Bank, enforceable against SE Corp and SE Bank in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Neither the execution and delivery of this Agreement by SE Corp or SE Bank nor the consummation by SE Corp or SE Bank of the transactions contemplated hereby or thereby including the Bank Merger, nor compliance by SE Corp or SE Bank with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Articles of Incorporation or Bylaws of SE Corp or the Federal Stock Charter or Bylaws of SE Bank or any governing documents of any of their subsidiaries, (ii) assuming that the Consents of the Regulatory Authorities and approvals referred to herein are duly obtained, violate any law, statute, code, ordinance, rule, regulation applicable to SE Corp or SE Bank (each, a “Legal Requirement”) or any judgment, order, ruling, directive, writ, decree, injunction, assessment or arbitration award of any Governmental Body or arbitrator (each, an “Order”), applicable to SE Corp or SE Bank or any of their subsidiaries or their respective properties or assets, or (iii...
Sample 1

Related to Authority, Enforceability, No Violation

  • Authority; Enforceability This Agreement and other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Subscriber and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and Subscriber has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and under all other agreements entered into by the Subscriber relating hereto.

  • Existence; Authority; Enforceability Such party has the power and authority to enter into this Agreement and to carry out its obligations hereunder. Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by it and constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms.

  • Enforceability; Authority; No Conflict (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions. (b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

  • Organization; Authority; Enforceability (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. (b) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as a whole. (d) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

  • Authority and Enforceability Seller has all corporate power and authority necessary to execute and deliver, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller, and constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. At the Closing, each of the Ancillary Agreements to which Seller is contemplated to be a party will be duly and validly executed and delivered by Seller and will constitute a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity.

  • Authority; No Violation (a) TMM, TMMH and MM each has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on their respective parts, and no other corporate action on the part of TMM, TMMH or MM is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or to authorize or consummate the transactions contemplated hereby or thereby, other than approvals from the shareholders of TMM and MM. TMM has received the opinion of XX Xxxxxx Securities, Inc. that the consideration to be received in the Acquisition is fair from a financial point of view to TMM. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by TMM, TMMH and MM (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall be duly and validly executed and delivered prior to the Closing) and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other Parties hereto and thereto) constitute valid and binding obligations of TMM, TMMH and MM (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall constitute valid and binding obligations of TMM, TMMH and MM at the Closing), enforceable against TMM, TMMH and MM in accordance with their terms, except as (i) the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity) and (ii) rights to indemnification may be limited by the Securities Laws and the policies underlying such laws. (b) Neither the execution and delivery of this Agreement or the Ancillary Agreements to which it is a party by TMM, TMMH or MM nor the consummation by TMM, TMMH or MM of any of the transactions contemplated hereby or thereby to be performed by them, nor compliance by TMM, TMMH or MM with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Charter or Bylaws of TMM, TMMH or MM or the charter or bylaws or comparable organizational documents of GTFM or any GTFM Subsidiary or (ii) assuming that the consents and approvals referred to in Section 5.5 are duly obtained, (x) violate, conflict with or require any notice, filing, consent, waiver or approval under any Applicable Law to which TMM, TMMH, MM, GTFM or the GTFM Subsidiaries or any of their respective properties, Contracts or assets are subject, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, result in the creation of any liability under, result in the creation of any Encumbrance other than any Permitted Encumbrance upon the properties, Contracts or assets of TMM, TMMH, MM, GTFM or the GTFM Subsidiaries under, or require any notice, approval, waiver or consent under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which TMM, TMMH, MM, GTFM or any of the GTFM Subsidiaries is a party, or by which TMM, TMMH, MM, GTFM or any of the GTFM Subsidiaries or any of their properties or assets may be bound or affected, except, in the case of this clause (ii), as set forth in Section 5.4 of the Seller Disclosure Schedule or as would not have or be reasonably expected to have, individually or in the aggregate, a GTFM Material Adverse Effect or result in an Encumbrance on the GTFM Shares.

  • Power and Authority; Enforceability This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against, the Company.

  • Authorization of Agreement; Enforceability This Agreement has been duly and validly authorized, executed and delivered by the Company. This Agreement is valid, binding and enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principals.

  • Power, Authority and Enforceability The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

  • Proceedings; Enforceability Assuming due execution and delivery by the other parties thereto, the Borrower Loan Documents and the Funding Loan Documents to which the Borrower is a party will constitute the legal, valid and binding agreements of the Borrower enforceable against the Borrower in accordance with their terms; except in each case as enforcement may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and by public policy.

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