Common use of Authority - General Clause in Contracts

Authority - General. Such Shareholder has full and absolute power and authority to enter into this Agreement and the Pledge Agreement and, and has, in the case of a Shareholder that is not a natural person, been duly authorized by all requisite action on the part of such Shareholder; and this Agreement and the Pledge Agreement have been duly executed and delivered by such Shareholder, and each is the valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms. Neither the execution, delivery and performance of this Agreement or the Pledge Agreement, nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Shareholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of GHS, under any term, condition or provision of (x) any agreement or instrument to which such Shareholder is a party, or by which such Shareholder or, to the best knowledge of such Shareholder, any of his or its properties, assets or rights may be bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to such Shareholder or, to the best knowledge of such Shareholder, any of his or its properties, assets or rights or (z) in the case of any Shareholder that is not a natural person, such Shareholder's Charter or by-laws, as amended through the date hereof, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement or the Pledge Agreement. No permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by such Shareholder of this Agreement, or the Pledge Agreement or the consummation by such Shareholder of the transactions contemplated hereby or thereby.

Authority - General. Such Shareholder Stockholder has full and absolute power and authority to enter into this Agreement and the Pledge each Related Agreement andto which such Stockholder is a party, and has, in the case of a Shareholder that is not a natural person, been duly authorized by all requisite action on the part of such Shareholder; and this Agreement and the Pledge each Related Agreement have to which such Stockholder is a party has been duly executed and delivered by such ShareholderStockholder, and each is the valid and binding obligation of such ShareholderStockholder, enforceable against such Shareholder Stockholder in accordance with its terms. Neither the execution, delivery and performance of this Agreement or the Pledge Agreementand each Related Agreement to which such Stockholder is a party, nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Shareholder Stockholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of GHSthe Company (or against any Company Stock, Parent capital stock or common stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which such Shareholder Stockholder is a party, or by which such Shareholder or, to the best knowledge of such Shareholder, Stockholder or any of his or its properties, assets or rights may be bound, or (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to such Shareholder or, to the best knowledge of such Shareholder, Stockholder or any of his or its properties, assets or rights or (z) in the case of any Shareholder that is not a natural person, such Shareholder's Charter or by-laws, as amended through the date hereofrights, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement, the Certificate of Merger or any Related Agreement to which such Stockholder is a party. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule (which, if so disclosed shall have been effectively made or obtained (as the Pledge Agreement. No case may be) on or prior to the Closing, unless otherwise waived by Parent) no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by such Shareholder Stockholder of this Agreement, or the Pledge each Related Agreement to which such Stockholder is a party or the consummation by such Shareholder Stockholder of the transactions contemplated hereby or thereby.

Authority - General. Such Shareholder Stockholder has full and absolute power and authority to enter into this Agreement and the Pledge each Related Agreement and, and has, in the case of to which such Stockholder is a Shareholder that is not a natural person, been duly authorized by all requisite action on the part of such Shareholder; party and this Agreement and the Pledge each Related Agreement to which such Stockholder is a party have been duly executed and delivered by such ShareholderStockholder, and each is the are valid and binding obligation obligations of such ShareholderStockholder, enforceable against such Shareholder Stockholder in accordance with its their respective terms. Neither the execution, delivery and performance of this Agreement or the Pledge Agreementand each Related Agreement to which such Stockholder is a party, nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Shareholder Stockholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of GHSthe Company (or against any Company Common Stock, Parent capital stock or common stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which such Shareholder Stockholder is a party, or by which such Shareholder or, to the best knowledge of such Shareholder, Stockholder or any of his or its her properties, assets or rights may be bound, or (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to such Shareholder or, to the best knowledge of such Shareholder, Stockholder or any of his or its her properties, assets or rights or (z) in the case of any Shareholder that is not a natural person, such Shareholder's Charter or by-laws, as amended through the date hereofrights, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement, the Agreement of Merger or any Related Agreement to which such Stockholder is a party. Except as set forth in Section 3.2(b) of the Pledge Agreement. No Company Disclosure Schedule (which, if so disclosed shall have been effectively made or obtained (as the case may be) on or prior to the Closing, unless otherwise waived by Parent) no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by such Shareholder Stockholder of this Agreement, or the Pledge Agreement and each Related Agreement to which such Stockholder is a party or the consummation by such Shareholder Stockholder of the transactions contemplated hereby or thereby.

Authority - General. Such Shareholder The Stockholder has full and absolute power and authority to enter into this Agreement and the Pledge Escrow Agreement and, being executed and has, in delivered by the case of a Shareholder that is not a natural person, been duly authorized by all requisite action on the part of such Shareholder; Stockholder simultaneously herewith and this Agreement and the Pledge Escrow Agreement have been duly executed and delivered by such Shareholder, and each is the valid and binding obligation of such Shareholderthe Stockholder, enforceable against such Shareholder the Stockholder in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors, rights and remedies generally from time to time in effect and to general equitable principles. Neither the execution, delivery and performance of this Agreement or and the Pledge Escrow Agreement, nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Shareholder the Stockholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of GHSthe Company (or against any Company Common Stock, Purchaser capital stock or common stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which such Shareholder the Stockholder is a party, or by which such Shareholder or, to the best knowledge of such Shareholder, Stockholder or any of his or its properties, assets or rights may be bound, or (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to such Shareholder or, to the best knowledge of such Shareholder, Stockholder or any of his or its properties, assets or rights or (z) in the case of any Shareholder that is not a natural person, such Shareholder's Charter or by-laws, as amended through the date hereofrights, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement, the Agreement of Merger or the Pledge Escrow Agreement. No Except as specified in Section 3.1(d) hereof or otherwise contemplated by this Agreement, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by such Shareholder the Stockholder of this Agreement, or the Pledge Escrow Agreement or the consummation by such Shareholder the Stockholder of the transactions contemplated hereby or thereby.

Authority - General. Such Shareholder Stockholder has full and absolute power and authority to enter into this Agreement and the Pledge Agreement and, if applicable, each Related Agreement being executed and has, in the case of delivered by Stockholder simultaneously herewith and this Agreement and each Related Agreement to which Stockholder is a Shareholder that is not a natural person, been duly authorized by all requisite action on the part of such Shareholderparty; and this Agreement and the Pledge each Related Agreement have to which Stockholder is a party has been duly executed and delivered by such ShareholderStockholder, and each is the valid and binding obligation of such ShareholderStockholder, enforceable against such Shareholder Stockholder in accordance with its terms. Neither the execution, delivery and performance of this Agreement or the Pledge Agreementand each Related Agreement to which Stockholder is a party, nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Shareholder Stockholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of GHSCASS (or against any CASS Stock, Alloy Common Stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which such Shareholder Stockholder is a party, or by which such Shareholder or, to the best knowledge of such Shareholder, Stockholder or any of his or its properties, assets or rights may be bound, or (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to such Shareholder or, to the best knowledge of such Shareholder, Stockholder or any of his or its properties, assets or rights or (z) in the case of any Shareholder that is not a natural person, such Shareholder's Charter or by-laws, as amended through the date hereofrights, which conflict, breach, default or violation or other event would could hinder or prevent the consummation of the transactions contemplated by this Agreement, the Certificate of Merger and Articles of Merger or any Related Agreement to which Stockholder is a party. Except as set forth in Section 3.2(c) of Disclosure Schedule (which, if so disclosed shall have been effectively made or obtained (as the Pledge Agreement. No case may be) on or prior to the Closing, unless otherwise waived by Alloy) no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by such Shareholder Stockholder of this Agreement, or the Pledge each Related Agreement to which Stockholder is a party or the consummation by such Shareholder Stockholder of the transactions contemplated hereby or thereby.

Authority - General. Such Shareholder Stockholder has full and absolute power and authority to enter into this Agreement and the Pledge this Agreement and, and has, in the case of a Shareholder Stockholder that is not a natural person, been duly authorized by all requisite action on the part of such ShareholderStockholder; and this Agreement and the Pledge Agreement have has been duly executed and delivered by such ShareholderStockholder, and each is the valid and binding obligation of such ShareholderStockholder, enforceable against such Shareholder Stockholder in accordance with its terms. Neither Subject to obtaining the consents set forth in Section 2.04 of the Pentose Disclosure Schedule, neither the execution, delivery and performance of this Agreement or the Pledge Agreement, nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Shareholder Stockholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance encumbrance upon or against any assets, rights or property of GHSPentose (or against any Shares), under any term, condition or provision of (x) any agreement or instrument to which such Shareholder Stockholder is a party, or by which such Shareholder orStockholder is a party, to the best knowledge of or by which such Shareholder, Stockholder or any of his or its properties, assets or rights may be bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to such Shareholder or, to the best knowledge of such Shareholder, Stockholder or any of his or its properties, assets or rights or (z) in the case of any Shareholder Stockholder that is not a natural person, such ShareholderStockholder's Charter or by-laws, as amended through the date hereof, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement or the Pledge Agreement. No permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by such Shareholder of this Agreement, or the Pledge Agreement or the consummation by such Shareholder of the transactions contemplated hereby or thereby.