Authority for this Agreement. Each of the Parent Entities 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 the Parent Entities have been duly and validly authorized by all necessary entity action on the part of each of the Parent Entities, and no other entity proceedings on the part of the Parent Entities are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by the Parent Entities and, assuming the due authorization, execution and delivery by the Unitholders, constitutes a legal, valid and binding obligation of each of the Parent Entities, enforceable against each of the Parent Entities in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Appears in 7 contracts
Samples: Merger Agreement, Voting Agreement (MPLX Lp), Voting Agreement (Markwest Energy Partners L P)
Authority for this Agreement. Each of the Parent Entities and 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 the Parent Entities Xxxxxx and Xxxxxx Sub have been duly and validly authorized by all necessary entity action on the part of each of the Parent Entitiesand Merger Sub, and no other entity proceedings on the part of the Parent Entities and Merger Sub are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by the Parent Entities Xxxxxx and Merger Sub and, assuming the due authorization, execution and delivery by the UnitholdersShareholder, constitutes a legal, valid and binding obligation of each of the Parent Entitiesand Merger Sub, enforceable against each of the Parent Entities and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Appears in 2 contracts
Samples: Tender and Support Agreement (Bsquare Corp /Wa), Tender and Support Agreement (Computer Task Group Inc)
Authority for this Agreement. Each of the Parent Entities and Buyer 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 the Parent Entities Pxxxxx and Bxxxx have been duly and validly authorized by all necessary entity action on the part of each of the Parent Entitiesand Buyer, and no other entity proceedings on the part of the Parent Entities and Buyer are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by the Parent Entities Pxxxxx and Bxxxx and, assuming the due authorization, execution and delivery by the UnitholdersShareholder, constitutes a legal, valid and binding obligation of each of the Parent Entitiesand Buyer, enforceable against each of the Parent Entities and Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Appears in 1 contract
Samples: Tender and Support Agreement (Olink Holding AB (Publ))
Authority for this Agreement. Each of the Parent Entities and Buyer 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 the Parent Entities Xxxxxx and Xxxxx have been duly and validly authorized by all necessary entity action on the part of each of the Parent Entitiesand Buyer, and no other entity proceedings on the part of the Parent Entities and Buyer are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by the Parent Entities Xxxxxx and Xxxxx and, assuming the due authorization, execution and delivery by the UnitholdersShareholder, constitutes a legal, valid and binding obligation of each of the Parent Entitiesand Buyer, enforceable against each of the Parent Entities and Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Appears in 1 contract
Samples: Tender and Support Agreement (Thermo Fisher Scientific Inc.)
Authority for this Agreement. Each of the Parent Entities and 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 the Parent Entities and Merger Sub have been duly and validly authorized by all necessary entity action on the part of each of the Parent Entitiesand Merger Sub, and no other entity proceedings on the part of the Parent Entities and Merger Sub are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by the Parent Entities and Merger Sub and, assuming the due authorization, execution and delivery by the UnitholdersStockholder, constitutes a legal, valid and binding obligation of each of the Parent Entitiesand Merger Sub, enforceable against each of the Parent Entities and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Appears in 1 contract
Authority for this Agreement. Each of the Parent Entities 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 the Parent Entities have been duly and validly authorized by all necessary entity action on the part of each of the Parent Entities, and no other entity proceedings on the part of the Parent Entities are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by the Parent Entities and, assuming the due authorization, execution and delivery by the UnitholdersUnitholders and the Partnership, constitutes a legal, valid and binding obligation of each of the Parent Entities, enforceable against each of the Parent Entities in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Appears in 1 contract
Samples: Lock Up Agreement (MPLX Lp)