Authority for this Agreement. Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Stockholders, 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, subject to the Enforceability Limitations.
Appears in 6 contracts
Samples: Merger Agreement (Tesla, Inc.), Merger Agreement (Salesforce Com Inc), Tender and Support Agreement (Tesla, Inc.)
Authority for this Agreement. Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the StockholdersStockholder, 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, subject to the Enforceability Limitationsbankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principals of equity.
Appears in 3 contracts
Samples: Tender and Support Agreement (Prevail Therapeutics Inc.), Tender and Support Agreement (Prevail Therapeutics Inc.), Tender and Support Agreement (Prevail Therapeutics Inc.)
Authority for this Agreement. Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary entity corporate action on the part of each of Parent and Purchaser, and no other entity corporate proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the StockholdersStockholder, constitutes a the legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to except as enforceability may be limited by the Enforceability LimitationsExceptions.
Appears in 3 contracts
Samples: Voting and Support Agreement (Baker Bros. Advisors Lp), Voting and Support Agreement (Alexion Pharmaceuticals Inc), Voting and Support Agreement (Alexion Pharmaceuticals Inc)
Authority for this Agreement. Each of Parent and Purchaser Merger Sub has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser Merger Sub have been duly and validly authorized by all necessary entity corporate action on the part of each of Parent and PurchaserMerger Sub, and no other entity corporate proceedings on the part of Parent and Purchaser Merger Sub are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser Merger Sub and, assuming the due authorization, execution and delivery by the StockholdersStockholder, constitutes a the legal, valid and binding obligation of each of Parent and PurchaserMerger Sub, enforceable against each of Parent and Purchaser Merger Sub in accordance with its terms, subject to except as enforceability may be limited by the Enforceability LimitationsExceptions.
Appears in 2 contracts
Samples: Voting Agreement (TriVascular Technologies, Inc.), Voting Agreement (Endologix Inc /De/)
Authority for this Agreement. Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the StockholdersStockholder, 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, subject to the Enforceability LimitationsBankruptcy and Equity Exception.
Appears in 1 contract
Samples: Support Agreement (Epizyme, Inc.)
Authority for this Agreement. Each of Parent and Purchaser has all requisite entity necessary power and authority to execute, execute and deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by each of Parent and Purchaser have been duly and validly authorized by all necessary entity corporate action on the part of each of Parent and Purchaser, and no other entity corporate proceedings on the part of Parent and or Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Purchaser and, assuming the due authorization, execution execution, and delivery hereof by the StockholdersStockholder, constitutes a legal, valid valid, and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to the Enforceability LimitationsBankruptcy and Equity Exception.
Appears in 1 contract
Authority for this Agreement. Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent Xxxxxx and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other corporate or other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent Xxxxxx and Purchaser and, assuming the due authorization, execution and delivery by the StockholdersStockholder, 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, subject to the Enforceability LimitationsExceptions.
Appears in 1 contract
Samples: Tender and Support Agreement (Applied Genetic Technologies Corp)
Authority for this Agreement. Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent Xxxxxx and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent Xxxxxx and Purchaser and, assuming the due authorization, execution and delivery by the Stockholdersother parties hereto, 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, subject to the Enforceability Limitations.
Appears in 1 contract
Samples: Tender and Support Agreement (Thorne Healthtech, Inc.)