AUTHORITY; ENFORCEABLE AGREEMENTS. (a) LATOKA has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions described herein. The execution and delivery of this Agreement by LATOKA and the consummation by LATOKA of the transactions described herein have been duly authorized by all necessary corporate action on the part of LATOKA, including without limitation approval of this Agreement by LATOKA's Board of Directors in accordance with Section 112 of the LBCL, the approval thereof by the LATOKA Shareholders being evidenced by their execution of this Agreement. (b) This Agreement has been duly executed and delivered by LATOKA and the LATOKA Shareholders, and constitutes a valid and binding obligation of LATOKA and the LATOKA Shareholders, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles. The other agreements entered, or to be entered, into by LATOKA in connection with this Agreement have been, or will be, duly executed and delivered by LATOKA, and constitute, or will constitute, valid and binding obligations of LATOKA, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles.
Appears in 2 contracts
Samples: Merger Agreement (Unifab International Inc), Merger Agreement (Unifab International Inc)
AUTHORITY; ENFORCEABLE AGREEMENTS. (a) LATOKA UNIFAB and Sub each has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions described herein. The execution and delivery of this Agreement by LATOKA UNIFAB and Sub and the consummation by LATOKA UNIFAB and Sub of the transactions described herein have been duly authorized by all necessary corporate action on the part of LATOKA, including without limitation approval UNIFAB and all requisite action on the part of this Agreement by LATOKA's Board of Directors in accordance with Section 112 of the LBCL, the approval thereof by the LATOKA Shareholders being evidenced by their execution of this AgreementSub.
(b) This Agreement has been duly executed and delivered by LATOKA UNIFAB and the LATOKA ShareholdersSub, and constitutes a valid and binding obligation of LATOKA UNIFAB and the LATOKA ShareholdersSub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles. The other agreements entered, or to be entered, into by LATOKA UNIFAB and Sub in connection with this Agreement have been, or will be, duly executed and delivered by LATOKAUNIFAB and Sub, and constitute, or will constitute, valid and binding obligations of LATOKAUNIFAB and Sub, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles.
Appears in 2 contracts
Samples: Merger Agreement (Unifab International Inc), Merger Agreement (Unifab International Inc)
AUTHORITY; ENFORCEABLE AGREEMENTS. (a) LATOKA UNIFAB and Sub each has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions described herein. The execution and delivery of this Agreement by LATOKA UNIFAB and Sub and the consummation by LATOKA UNIFAB and Sub of the transactions described herein have been duly authorized by all necessary corporate action on the part of LATOKA, including without limitation approval UNIFAB and on the part of this Agreement by LATOKA's Board of Directors in accordance with Section 112 of the LBCL, the approval thereof by the LATOKA Shareholders being evidenced by their execution of this AgreementSub.
(b) This Agreement has been duly executed and delivered by LATOKA UNIFAB and the LATOKA ShareholdersSub, and constitutes a valid and binding obligation of LATOKA UNIFAB and the LATOKA ShareholdersSub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles. The other agreements entered, or to be entered, into by LATOKA UNIFAB and Sub in connection with this Agreement have been, or will be, duly executed and delivered by LATOKAUNIFAB and Sub, and constitute, or will constitute, valid and binding obligations of LATOKAUNIFAB and Sub, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Unifab International Inc)