Authority; No Conflict; Required Filings and Consents. (a) Regional has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of Regional, enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Regional do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing documents of Regional or any Significant Regional Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract to which Regional or any of such Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger. (d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Regional Health Properties, Inc), Merger Agreement (Sunlink Health Systems Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional has Each of Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the consummation of the transactions contemplated herebyby this Agreement by each of Parent and Merger Sub have been duly authorized by all necessary corporate or company action on the respective part of each of Parent and Merger Sub. Parent, including as the sole stockholder of Merger and the Regional Stock IssuanceSub, are in the best interests of Regional; (ii) has adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution each of Parent and delivery of this Agreement by SunLink, Merger Sub and constitutes the valid and binding obligation of Regionaleach of Parent and Merger Sub, enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exception. On or prior to the date hereof, the Board of Directors of Parent has unanimously adopted resolutions that have approved this Agreement and the Merger, and such resolutions, as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way.
(b) The execution and delivery of this Agreement by Regional do each of Parent and Merger Sub does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the articles certificate of incorporation, incorporation or by-laws of Parent or of the certificate of incorporation or bylaws or similar governing documents of Regional or any Significant Regional SubsidiaryMerger Sub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation, give rise to any obligation to make an offer to purchase any debt instrument or give rise to any loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Parent or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule decree or regulation Law applicable to Regional Parent or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerationsobligations, losses, penalties losses or Liens, and for any consents or waivers not obtained, thataccelerations which are not, individually or in the aggregate, have not had and would not reasonably be expected likely to have a Regional Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles of Merger with pre-merger notification report under the Secretary of State; HSR Act, (ii) the filing of the Registration Statement with the SEC of in accordance with the Joint Proxy Statement/ProspectusSecurities Act, (iii) the filing of the Certificate of Merger with the SEC, and declaration Delaware Secretary of effectiveness under the Securities Act, of a the Form S-4State, (iv) the filing of the Proxy Statement with the SEC of such reports under Section 13(a) of in accordance with the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or and the rules Laws of any foreign country and regulations of the NYSE Amex; European Union, and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Regional Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Grant Prideco Inc), Merger Agreement (National Oilwell Varco Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Public Company and Merger Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and, subject only to the receipt of the approval by the Public Company Stockholders of the Public Company Stockholder Approvals and the adoption of this Agreement, Agreement by Public Company in its capacity as the sole stockholder of Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”)Sub, to consummate the Merger and transactions contemplated by this Agreement. Without limiting the Regional Stock Issuance. The Regional generality of the foregoing, Public Company Board, at a meeting duly called and heldmeeting at which all directors were present, has unanimously by the unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger is fair to, and the Regional Stock Issuance, are in the best interests of Regional; Public Company and its stockholders and (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance Public Company Stockholder Approvals be submitted to Regional’s shareholders the stockholders of Public Company for their approval at a meeting and resolved to recommend that the stockholders of Public Company vote in favor of the Regional shareholders for the purpose approval of approving Public Company Stockholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated herebyby this Agreement by Public Company and Merger Sub have been duly authorized by all necessary corporate action on the part of each of Public Company and Merger Sub, including subject only to the Merger required receipt of the Required Public Company Stockholder Approval and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval adoption of this Agreement, Agreement by Public Company in its capacity as the sole stockholder of Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Sub. This Agreement has been duly executed and delivered by Regional each of Public Company and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by SunLinkXxxxxx Partner, constitutes the valid and binding obligation of Regionaleach of Public Company and Merger Sub, enforceable against Regional Public Company and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional each of Public Company and Merger Sub do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Public Company and Merger Sub of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporationincorporation or bylaws of Public Company or Merger Sub or of the certificate of incorporation or bylaws, bylaws or similar governing documents of Regional or any Significant Regional Subsidiaryother organizational document, of any other subsidiary of Public Company, (ii) conflict with, or result in any material violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional Public Company’s or any Subsidiary of Regional under, its subsidiaries’ assets under any of the terms, conditions or provisions of any Contract required to which Regional or any be disclosed in Section 4.11(c) of such Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be boundthe Public Company Disclosure Schedule, or (iii) subject to obtaining the Required Public Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivvii) of Section 3.4(c4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional Public Company or any of its Significant Regional Subsidiaries subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts4.4(b), violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have result in a Regional Public Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Public Company Common Stock are listed for trading is required by or with respect to Regional Public Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional Public Company or Merger Sub of the transactions contemplated by this Agreement, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; , (ii) the filing of the Registration Statement with the SEC of in accordance with the Joint Proxy Statement/ProspectusSecurities Act, (iii) the filing of the Proxy Statement/Prospectus with the SEC, and declaration of effectiveness under SEC in accordance with the Securities Exchange Act, of a the Form S-4, (iv) the filing with the SEC of such reports reports, schedules or materials under Section 13(a) 13 of the Exchange Act, and such other compliance with or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the rules and regulations thereunder, Securities Act as may be required in connection with this Agreement and the Transactions; transactions contemplated hereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or and the rules and regulations Laws of the NYSE Amex; and any foreign country, (vi) any the filing of an initial listing application for the Public Company Common Stock on Nasdaq with respect to the shares of Public Company Common Stock to be issued pursuant to this Agreement (the “Nasdaq Listing Application”), and (vii) such other consents, approvals, licenses, permitsauthorizations, orders, authorizationsfilings, registrationsapprovals and registrations that, declarations, notices and filings whichindividually or in the aggregate, if not obtained or made, individually or in the aggregate, would not be reasonably be expected to have result in a Regional Public Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval affirmative vote in favor of the Charter Amendment Proposal (as it relates to the Public Company Charter Amendment to increase the number of shares of authorized Public Company Common Stock) by the holders of a majority of the voting power of the outstanding Public Company Common Stock is the only vote of the holders of any class or series of Public Company’s capital stock or other securities of Public Company necessary to approve the Regional Capital Stock necessary for the approval Charter Amendment Proposal. The affirmative vote in favor of the Regional Stock Issuance or for Share Issuances and the consummation Other Public Company Voting Proposal by Regional a majority of the Mergervotes cast for or against such proposal is the only vote of the holders of any class or series of Public Company’s capital stock or other securities of Public Company necessary to approve the Share Issuances and the Other Public Company Voting Proposal. There are no bonds, debentures, notes or other indebtedness of Public Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Public Company may vote.
Appears in 2 contracts
Samples: Merger Agreement (Pieris Pharmaceuticals, Inc.), Merger Agreement (Pieris Pharmaceuticals, Inc.)
Authority; No Conflict; Required Filings and Consents. (a) Regional The Purchaser has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including . The execution and delivery of this Agreement by the Merger Purchaser and the Regional Stock Issuance, are in consummation by the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting Purchaser of the Regional shareholders for transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the purpose part of approving the Purchaser are necessary to authorize this Agreement and or to consummate the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly and validly executed and delivered by Regional the Purchaser and, assuming the due authorization, execution and delivery of this Agreement by SunLinkthe Company, the Sellers and the Founders, constitutes the a legal, valid and binding obligation of Regionalthe Purchaser, enforceable against Regional the Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional the Purchaser do not, and (subject to the receipt performance of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall by the Purchaser will not, (i) conflict with, with or result in any violation or breach of, any provision violate the Amended and Restated Memorandum and Articles of Association of the articles of incorporation, bylaws or similar governing documents of Regional or any Significant Regional SubsidiaryPurchaser, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or violate any Law applicable to the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract to which Regional or any of such Subsidiaries is a party Purchaser or by which any property or asset of them the Purchaser is bound or any of their properties, rights or assets may be boundaffected, or (iii) subject result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to compliance with others any right of termination, amendment, acceleration or cancellation of, or result in the requirements specified in clauses (i) through (iv) creation of Section 3.4(c)any Encumbrance on any property or asset of the Purchaser pursuant to, conflict with or violate any permitnote, concessionbond, franchisemortgage, indenture, contract, agreement, lease, license, judgmentpermit, injunction, order, decree, statute, Law, ordinance, rule franchise or regulation applicable to Regional other instrument or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergerobligation.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the The execution and delivery of this Agreement by Regional the Purchaser do not, and the performance of this Agreement by the Purchaser will not, require any consent, approval, authorization or the consummation by Regional of the transactions contemplated by this Agreementpermit of, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the or filing with the SEC of the Joint Proxy Statement/Prospectusor notification to, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities any third party or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerGovernmental Authority.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sina Corp), Stock Purchase Agreement (Sina Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional Oak has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, to perform its obligations hereunder and. The execution and delivery of this Agreement by Oak and the consummation by it of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Oak, subject only to the approval of this Agreement, the Merger and the Regional Stock Issuance by Oak’s stockholders as required by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)DGCL. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Oak and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of RegionalOak, enforceable against Regional Oak in accordance with its terms, subject to the Bankruptcy except as such enforceability may be limited by (i) bankruptcy laws and Equity Exceptionother similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
(b) The execution and delivery of this Agreement by Regional do Oak does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional it of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional SubsidiaryOak, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Oak or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Oak or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, on Oak or materially impair or delay, a material adverse effect on the ability of Regional the parties to consummate the Mergertransactions contemplated by this Agreement.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity”) is required to be obtained or made by or with respect to Regional Oak or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional Oak or the consummation by Regional Oak of the transactions contemplated by this Agreementhereby, except for (i) the filing of a pre-merger notification report under the Articles Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the filing by Xxxxx of the Registration Statement (as defined in Section 3.18) with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the filing of the Certificate of Merger with the Secretary of State; (ii) State of Delaware in accordance with the DGCL and the filing of appropriate documents with the SEC relevant authorities of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration other states in which Oak or any of effectiveness under the Securities Act, of a the Form S-4its Subsidiaries conduct business or owns assets, (iv) the filing of the Joint Proxy Statement (as defined in Section 3.18) and related proxy materials with the SEC in accordance with the Securities Exchange Act of such reports under Section 13(a) of 1934, as amended (the “Exchange Act”), and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, on Oak or materially impair or delay, a material adverse effect on the ability of Regional the parties to consummate the Mergertransactions contemplated by this Agreement.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Zoran Corp \De\), Agreement and Plan of Reorganization (Oak Technology Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional has Parent and each Seller have all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority each of the votes outstanding entitled Ancillary Agreements to vote on the Merger which it is a party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions contemplated hereby and the Regional Stock Issuancethereby. The Regional Board, at a meeting duly called Parent’s and held, has unanimously (i) determined that each Sellers’ execution and delivery of this Agreement and each Ancillary Agreement to which it is a party and the consummation by Parent and Sellers of the transactions contemplated hereby, including hereby and thereby have been duly authorized by all necessary action on the Merger part of Parent and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Sellers. This Agreement has been been, and each Ancillary Agreement will be at or prior to the Closing, duly executed and delivered by Regional Parent and Sellers and, assuming the due authorization, execution and delivery of by the other parties hereto and thereto, this Agreement by SunLinkconstitutes, constitutes and each Ancillary Agreement when so executed and delivered will constitute, the valid and binding obligation of RegionalParent and Sellers, enforceable against Regional Parent and Sellers in accordance with its their respective terms, subject subject, as to the Bankruptcy enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and Equity Exception(ii) general principles of equity.
(b) The execution and delivery by Parent and each Seller of this Agreement by Regional do and each Ancillary Agreement to which it is a party does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Parent and Sellers of the transactions contemplated hereby and thereby and the compliance by this Agreement shall Parent and Sellers with any provisions hereof or thereof will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing organization documents of Regional Parent or any Significant Regional SubsidiarySellers, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, Contract or obligation to which Regional Parent or any of such Subsidiaries is Sellers are a party or by which any of them Parent or any of their properties, rights Sellers or assets the Purchased Assets may be bound, or (iii) subject result in the creation of any Lien or Encumbrance (other than Permitted Liens and Permitted Encumbrances) on any of the Purchased Assets pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to compliance with which Parent or Sellers are a party or by which Parent or Sellers or the requirements specified in clauses (i) through Purchased Assets may be bound or affected, or (iv) of subject to the governmental filings and other matters referred to in Section 3.4(c)7.2(c) hereof, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Regional Parent or any of its Significant Regional Subsidiaries Sellers or any of its or their respective propertiesthe Purchased Assets, rights or assetsexcept, except in the case of clauses (ii), (iii) and (iii) of this Section 3.4(b) iv), for any such breaches, conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties losses or Liens, and for failures to obtain any consents such consent or waivers not obtained, thatwaiver which would not, individually or in the aggregate, have not had and would not be reasonably be expected likely to (x) have a Regional material adverse effect on Parent or Sellers or a Company Material Adverse Effect and would not reasonably be expected to prevent, or (y) materially impair or delay, materially delay the ability of Regional to consummate the MergerClosing.
(c) No consent, approval, finding of suitability, license, permit, waiver, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency, commission, Gaming Authority or other governmental or regulatory authority or instrumentality (“Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity”) is required by or with respect to Regional Parent or any of its Subsidiaries Sellers in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Regional Parent and Sellers, the compliance by Parent and Sellers with any of the provisions hereof or thereof, or the consummation by Regional Parent and Sellers of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SECnotification under, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with any other applicable requirements of, the Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunderpromulgated thereunder (the “HSR Act”), as may be (ii) any approvals and filing of notices required in connection with this Agreement and under the Transactions; Gaming Laws, (viii) such consents, approvals, orders, authorizations, registrationspermits, declarationsfilings, notices declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco or the renaming or rebranding of the operations at the Real Property, (iv) such other filings, consents, approvals, findings of suitability, licenses, waivers, orders, authorizations, permits, registrations and filings declarations as may be required under applicable state securities the Laws of any jurisdiction in which Parent and Sellers conduct any business or “blue sky” Laws own any assets, the failure of which to make or obtain would not, individually or in the rules and regulations of the NYSE Amex; aggregate, be reasonably likely to have a material adverse effect on Parent or Sellers or a Company Material Adverse Effect and (viv) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarationspermits, notices and declaration or filings whichrequired by Buyer or any of its Subsidiaries, if not obtained Affiliates or made, individually or in key employees (including under the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerGaming Laws).
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (CAESARS ENTERTAINMENT Corp), Equity Interest Purchase Agreement (Penn National Gaming Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Buyer has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of other Transaction Documents to which it is or will be a majority of the votes outstanding entitled to vote on the Merger party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions contemplated hereby and the Regional Stock Issuancethereby. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution and delivery of this Agreement and the other Transaction Documents to which Buyer is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by SunLink, constitutes all necessary corporate action on the part of Buyer. This Agreement and the other Transaction Documents to which Buyer is a party have been or will be duly executed and delivered by Buyer and constitute or will constitute the valid and binding obligation obligations of RegionalBuyer, enforceable against Regional in accordance with its their terms, subject to the Bankruptcy except as such enforceability may be limited by bankruptcy laws and Equity Exceptionother similar laws affecting creditors' rights generally and general principles of equity.
(b) The execution and delivery by Buyer of this Agreement by Regional and the other Transaction Documents to which it is or will be a party do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall hereby and thereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional SubsidiaryBuyer, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both (both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional benefit under, any of the termsnote, conditions mortgage, indenture, lease, contract or provisions of any Contract other agreement, instrument or obligation to which Regional or any of such Subsidiaries Buyer is a party or by which any of them it or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Buyer or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron Buyer.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrationsfilings, declarations, notices approvals and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings registrations which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to prevent or materially alter or delay any of the transactions contemplated by this Agreement or would not have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron Buyer.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Vista Information Solutions Inc), Stock Purchase Agreement (Vista Information Solutions Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Parent and the Merger Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuanceother transactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement by the Parent and the transactions contemplated hereby, including Merger Sub and the consummation by the Parent and the Merger Sub of the Merger and the Regional Stock Issuance, are in other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the best interests part of Regional; (ii) adopted this Agreement; (iii) approved each of the Parent and the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Sub. This Agreement has been duly executed and delivered by Regional and, assuming each of the due authorization, execution Parent and delivery of this Agreement by SunLink, the Merger Sub and constitutes the valid and binding obligation of Regionaleach of the Parent and the Merger Sub, enforceable against Regional in accordance with its terms, subject to the Bankruptcy except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.
(b) The execution and delivery of this Agreement by Regional each of the Parent and the Merger Sub do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Parent and the Merger Sub of the Merger and the other transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles charter or By-laws of incorporation, bylaws the Parent or similar governing documents of Regional or any Significant Regional Subsidiarythe Merger Sub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Regional the Parent or any of such Subsidiaries the Merger Sub is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (ivv) of Section 3.4(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Parent or the Merger Sub or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties accelerations or Liens, and for any consents or waivers not obtained, thatlosses which, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional the Parent or the Merger Sub to consummate the Mergertransactions contemplated hereunder.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, with any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional the Parent or any of its Subsidiaries the Merger Sub in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional the Parent or the Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act and any other applicable Antitrust Laws, (ii) the filing of the Articles of Merger with the Rhode Island Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness required filings under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of Act and the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (viv) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable “takeover” or state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; laws, and (viv) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings whichfilings, if not obtained the failure of which to make or madeobtain would not, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional the Parent or the Merger Sub to consummate the Mergertransactions contemplated hereunder.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Essilor International /Fi), Merger Agreement (Costa Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Buyer and the Acquisition Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including by this Agreement by the Merger Buyer and the Regional Stock Issuance (including any adjournment or postponement thereof, Acquisition Sub have been duly authorized by all necessary corporate action on the “Regional Meeting”); and (v) resolved to recommend approval part of this Agreement, each of the Merger Buyer and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Acquisition Sub. This Agreement has been duly executed and delivered by Regional and, assuming each of the due authorization, execution Buyer and delivery of this Agreement by SunLink, the Acquisition Sub and constitutes the valid and binding obligation of Regionaleach of the Buyer and the Acquisition Sub, enforceable against Regional each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional each of the Buyer and the Acquisition Sub do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Buyer and the Acquisition Sub of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles certificate of incorporation, incorporation or bylaws of the Buyer or similar governing documents of Regional or any Significant Regional Subsidiarythe Acquisition Sub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property the Buyer’s or right of Regional or any Subsidiary of Regional the Acquisition Sub’s assets under, any of the terms, conditions or provisions of any Contract lease, license, contract or other agreement, instrument or obligation to which Regional the Buyer or any of such Subsidiaries the Acquisition Sub is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (ivv) of Section 3.4(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional the Buyer or any of its Significant Regional Subsidiaries the Acquisition Sub or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Buyer Common Stock are listed for trading is required by or with respect to Regional the Buyer or any of its Subsidiaries the Acquisition Sub in connection with the execution and delivery of this Agreement by Regional the Buyer or the Acquisition Sub or the consummation by Regional the Buyer or the Acquisition Sub of the transactions contemplated by this Agreement, except for (i) the filing of pre-merger notification requirements under the Articles of Merger with the Secretary of State; HSR Act, (ii) the filing of the Certificate of Merger with the SEC Delaware Secretary of State and appropriate corresponding documents with the Joint Proxy Statement/Prospectusappropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filing of the Proxy Statement with the SECSEC in accordance with the Exchange Act, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports reports, schedules or materials under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; Laws, and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, absence of which would not reasonably be expected to have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only No vote of the holders of any class or series of the Regional Capital Stock Buyer’s capital stock or other securities is necessary for the approval of the Regional Stock Issuance or for the consummation by Regional the Buyer of the Mergertransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Witness Systems Inc), Merger Agreement (Verint Systems Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Acquiror and Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of other Transaction Documents to which it is or will become a majority of the votes outstanding entitled to vote on the Merger party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that transactions contemplated by this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)such Transaction Documents. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by SunLinkthis Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, constitutes to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, the valid and binding obligation of RegionalAcquiror or Sub, enforceable against Regional in accordance with its terms, subject except to the Bankruptcy extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and Equity Exceptionby general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.
(b) The execution and delivery by Acquiror or Sub of this Agreement by Regional do and the Transaction Documents to which it is or will become a party does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall or the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional Acquiror or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Acquiror or any of such Subsidiaries Sub is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Acquiror or Sub or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not reasonably be expected to have a Regional an Acquiror Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Acquiror or any of its Subsidiaries Sub in connection with the execution and delivery of this Agreement by Regional or the Transaction Documents to which it is or will become a party or the consummation by Regional of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; , (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country, and (viiii) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional an Acquiror Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Deltagen Inc), Merger Agreement (Deltagen Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Buyer has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority each of the votes outstanding entitled Ancillary Agreements to vote on the Merger which it is a party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions contemplated hereby and the Regional Stock Issuancethereby. The Regional Board, at a meeting duly called Buyer’s execution and held, has unanimously (i) determined that delivery of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by Buyer of the transactions contemplated hereby, including hereby and thereby have been duly authorized by all necessary action on the Merger and the Regional Stock Issuance, are in the best interests part of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Buyer. This Agreement has been been, and each Ancillary Agreement will be at or prior to the Closing, duly executed and delivered by Regional Buyer and, assuming the due authorization, execution and delivery of the other partiers hereto, this Agreement by SunLinkconstitutes, constitutes and each Ancillary Agreement when so executed and delivered will constitute, the valid and binding obligation of RegionalBuyer, enforceable against Regional Buyer in accordance with its their respective terms, subject subject, as to the Bankruptcy enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and Equity Exception(ii) general principles of equity.
(b) The execution and delivery by Buyer of this Agreement by Regional do and each Ancillary Agreement to which it is a party does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Buyer of the transactions contemplated hereby and thereby and the compliance by this Agreement shall Buyer with any provisions hereof or thereof will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing organizational documents of Regional or any Significant Regional SubsidiaryBuyer, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, Contract or obligation to which Regional or any of such Subsidiaries Buyer is a party or by which any of them Buyer or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (iSection 8.2(c) through (iv) of Section 3.4(c)hereof, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Regional Buyer or any of its Significant Regional Subsidiaries properties or any of its or their respective properties, rights or the assets, except except, in the case of clauses (ii) and (iii) of this Section 3.4(b) ), for any such breaches, conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties losses or Liens, and for failures to obtain any consents consent or waivers not obtained, thatwaiver which would not, individually or in the aggregate, have not had and would not be reasonably be expected likely to (x) have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or (y) materially impair or delay, materially delay the ability of Regional to consummate the MergerClosing.
(c) No consent, approval, finding of suitability, license, permit, waiver, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Buyer or any of its Subsidiaries Affiliates in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Regional Buyer, the compliance by Sellers with any of the provisions hereof or thereof, or the consummation by Regional Buyer of the transactions that are contemplated by this Agreementhereby, except for (i) the filing of the Articles of Merger notification report under, and compliance with any other applicable requirements of, the Secretary of State; HSR Act, (ii) any approvals and filing of notices required under the filing with the SEC of the Joint Proxy Statement/ProspectusGaming Laws, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrationspermits, declarationsfilings, notices declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco or the renaming or rebranding of the operations at the Real Property, (iv) such other filings, consents, approvals, findings of suitability, licenses, waivers, orders, authorizations, permits, registrations and filings declarations as may be required under applicable state securities the Laws of any jurisdiction in which Buyer conducts any business or “blue sky” Laws owns any assets, the failure of which to make or obtain would not, individually or in the rules and regulations of aggregate, be reasonably likely to (x) have a Buyer Material Adverse Effect or (y) materially impair or materially delay the NYSE Amex; Closing and (viv) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarationspermits, notices and declaration or filings whichrequired by Parent, if not obtained Sellers or madethe Company or any of their Subsidiaries, individually Affiliates or in key employees (including under the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerGaming Laws).
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (CAESARS ENTERTAINMENT Corp), Equity Interest Purchase Agreement (Penn National Gaming Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional The Company has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and, subject to the approval adoption of this Agreement, Agreement by the Merger Company’s stockholders under the DGCL and the Regional Stock Issuance by the affirmative vote Company’s Certificate of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance Incorporation (the “Regional Shareholder Company Stockholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated herebyby this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, including subject only to the Merger and required receipt of the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Company Stockholder Approval. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Company and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of Regionalthe Company, enforceable against Regional the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
(b) The execution and delivery of this Agreement by Regional the Company do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Company of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents By-laws of Regional or any Significant Regional Subsidiarythe Company, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien mortgage, security interest, pledge, lien, charge or encumbrance (“Liens”) on any asset, property or right the assets of Regional the Company or any Subsidiary of Regional under, its Subsidiaries under any of the terms, conditions or provisions of any Contract to which Regional or any of such Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be boundCompany Material Contract, or (iii) subject to obtaining the Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (iviii) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Company or any of its Significant Regional Subsidiaries or to the properties or assets of the Company or any of its or their respective properties, rights or assetsSubsidiaries, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergerwhole.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity”) is required by or with respect to Regional or any of its Subsidiaries the Company in connection with the execution and delivery of this Agreement by Regional the Company or the consummation by Regional the Company of the transactions contemplated by this Agreement, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business and (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Centessa Pharmaceuticals LTD), Merger Agreement (Cornerstone Therapeutics Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Such Seller has all requisite corporate or limited liability company (as the case may be) power and authority to enter into this Agreement, Agreement and to consummate the transactions contemplated by this Agreement and to perform its obligations hereunder and, subject and the agreements contemplated hereby to the approval which such Seller is a party. The execution and delivery of this Agreement, the Merger Agreement by such Seller and the Regional Stock Issuance consummation by the affirmative vote such Seller of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving by this Agreement and have been duly authorized by all necessary corporate or limited liability company (as the transactions contemplated hereby, including case may be) action on the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval part of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)such Seller. This Agreement has been duly executed and delivered by Regional such Seller and, assuming the due authorization, execution and delivery of this Agreement by SunLinkconstitutes the valid and binding obligation of the other parties hereto, constitutes the valid and binding obligation of Regionalsuch Seller, enforceable against Regional such Seller in accordance with its terms, subject subject, as to the Bankruptcy enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and Equity Exception(ii) general principles of equity.
(b) The execution and delivery of this Agreement by Regional do does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing organizational documents of Regional or any Significant Regional Subsidiarysuch Seller, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract Contract, to which Regional or any of such Subsidiaries Seller is a party or by which any of them or any of their properties, rights or assets may be boundparty, or (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (iSection 3.2(c) through (iv) of Section 3.4(c)hereof, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Regional or any of its Significant Regional Subsidiaries or any of its or their respective propertiessuch Seller, rights or assetsexcept, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for above, where any such breaches, conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties losses or Liens, and for failures to obtain any consents such consent or waivers not obtained, that, individually or in the aggregate, have not had and waiver would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, materially delay the ability of Regional to consummate the MergerClosing.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or on the part of any of its Subsidiaries such Seller in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles of Merger with pre-merger notification report under the Secretary of State; HSR Act, (ii) those required under the filing with the SEC of the Joint Proxy Statement/ProspectusGaming Laws (including all Gaming Approvals), (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and notices, filings as may be required under applicable state securities or “blue sky” Laws permits related to, or arising out of, compliance with statutes, rules or regulations regulating the rules and regulations consumption, sale or serving of the NYSE Amex; alcoholic beverages or tobacco products and (viiv) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings whichfillings or permits required by the Buyer or any of its subsidiaries, if not obtained Affiliates or made, individually or in key employees (including under the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerGaming Laws).
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Interest Purchase Agreement, Interest Purchase Agreement (Eldorado Resorts, Inc.)
Authority; No Conflict; Required Filings and Consents. (a) Regional has Xxxxx and Sub have all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled other Transaction Documents to vote on the Merger which they are or will be parties and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions contemplated hereby and the Regional Stock Issuancethereby. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution and delivery of this Agreement and the other Transaction Documents to which Xxxxx or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by SunLink, constitutes all necessary corporate action on the valid and binding obligation of Regional, enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exception.part 16
(b) The execution and delivery by Xxxxx and Sub of this Agreement by Regional do and the other Transaction Documents to which they are or will be parties does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall hereby and thereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional Xxxxx or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both (both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional benefit under, any of the termsnote, conditions mortgage, indenture, lease, contract or provisions of any Contract other agreement, instrument or obligation to which Regional Xxxxx or any of such Subsidiaries Sub is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Xxxxx or any of its Significant Regional Subsidiaries Sub or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) above for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron Xxxxx.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Xxxxx or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing by Xxxxx of the Articles of Merger Registration Statement with the Secretary of State; SEC in accordance with the Securities Act, (ii) the filing of the Merger Agreement and the Officers' Certificates with the SEC California Secretary of State in accordance with the Joint Proxy Statement/ProspectusGCL, (iii) the filing of a certificate of merger with the SEC, and declaration Delaware Secretary of effectiveness under the Securities Act, of a the Form S-4State, (iv) the filing of the Joint Proxy Statement and related proxy materials with the SEC of such reports under Section 13(a) of in accordance with the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron Xxxxx.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Haber George T), Agreement and Plan of Reorganization (Cismas Sorin C)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Parent and the Purchaser has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and, subject to the approval adoption of this Agreement by the Parent as the sole stockholder of the Purchaser (which shall occur promptly after the execution and delivery of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions contemplated hereby. The execution and delivery of, and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and consummation of the transactions contemplated herebyby, including this Agreement by the Merger Parent and the Regional Stock Issuance, are in Purchaser have been duly authorized by all necessary corporate action on the best interests part of Regional; (ii) adopted this Agreement; (iii) approved each of the Merger Parent and the Regional Stock Issuance; (iv) directed that Purchaser, subject to the adoption of this Agreement, Agreement by the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting Parent as the sole stockholder of the Regional shareholders for Purchaser (which shall occur promptly after the purpose of approving this Agreement execution and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval delivery of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming each of the due authorization, execution Parent and delivery of this Agreement by SunLink, the Purchaser and constitutes the valid and binding obligation of Regionaleach of the Parent and the Purchaser, enforceable against Regional each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional each of the Parent and the Purchaser do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Parent and the Purchaser of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles certificate of incorporation, bylaws or similar governing other organizational documents of Regional the Parent or any Significant Regional Subsidiarythe Purchaser, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract lease, license, contract or other agreement, instrument or obligation to which Regional the Parent or any of such Subsidiaries the Purchaser is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through ), (ii), (iii), (iv) and (v) of Section 3.4(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Parent or any of its Significant Regional Subsidiaries the Purchaser or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would are not reasonably be expected likely to have a Regional Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock common stock of the Parent are listed for trading is required by or with respect to Regional the Parent or any of its Subsidiaries the Purchaser in connection with the execution and delivery of this Agreement by Regional the Parent or the Purchaser or the consummation by Regional the Parent or the Purchaser of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act and any other applicable Antitrust Laws, (ii) the filing of the Articles Certificate of Merger with the Secretary of State; (ii) the filing State and appropriate corresponding documents with the SEC appropriate authorities of other states in which the Joint Proxy Statement/ProspectusCompany is qualified as a foreign corporation to transact business, (iii) required filings of the filing with Offer Documents and the SEC, and declaration of effectiveness Schedule 14D-9 under the Securities Exchange Act, of a the Form S-4, (iv) the filing with the SEC of such reports reports, schedules or materials under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or laws, the rules and regulations of the NYSE Amex; Nasdaq Stock Market, and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would are not reasonably be expected likely to have a Regional Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only No vote of the holders of any class or series of the Regional Capital Stock Parent’s capital stock or other securities is necessary for the approval of the Regional Stock Issuance or for the consummation by Regional the Parent of the Mergertransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Cynosure Inc), Merger Agreement (Hologic Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Parent has all requisite corporate power and authority to enter into this AgreementAgreement and Parent has, to perform its obligations hereunder and, subject to the approval of this Agreement, the and Merger Sub and the Regional Stock Issuance by the affirmative vote of a majority Partnership Merger Sub as of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”)Closing will have, all requisite corporate or limited liability company power, as applicable, to consummate the Merger transactions contemplated by this Agreement (other than, with respect to the Company Merger, the filing and recordation of appropriate merger documents as required by the MGCL, and with respect to the Partnership Merger, the filing and recordation of appropriate merger documents as required by DRULPA and DLLCA). The execution and delivery of this Agreement by Parent and the Regional Stock Issuance. The Regional Boardconsummation of the transactions contemplated by this Agreement by each of the Buyer Parties, at a meeting duly called and held, has unanimously including the Mergers (i) determined that this Agreement and has been duly authorized by all necessary corporate action on the transactions contemplated herebypart of Parent, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; as of the Closing will be duly authorized by all necessary corporate action on the part of Merger Sub and (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting as of the Regional shareholders for Closing will be duly authorized by all necessary limited liability company action on the purpose part of approving this Agreement and the transactions contemplated hereby, including the Partnership Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Sub. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Parent and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of RegionalParent, enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional do Parent does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall by the Buyer Parties will not, (i) conflict with, or result in any violation or breach of, any provision of the respective articles of incorporation, incorporation and bylaws of Parent and Merger Sub or similar governing documents the certificate of Regional or any Significant Regional Subsidiarylimited liability company of and the limited liability company operating agreement of Partnership Merger Sub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of of, any Contract note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Regional or any of such Subsidiaries the Buyer Parties is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii) through and (iviii) of Section 3.4(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional any of the Buyer Parties or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets; or (iv) require any Buyer Party under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or its assets are bound, to obtain the consent or approval of, or provide notice to, any other party to any such agreement, contract, arrangement or understanding, except in the case of clauses (ii) and (iii) of this Section 3.4(b4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties failure to obtain consent or Liens, and for any consents approval or waivers not obtained, thatfailure to notify which would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect prevent or materially delay the consummation of either of the Mergers and would not reasonably be expected to prevent, the other transactions contemplated hereby or prevent or materially impair or delay, delay the ability of Regional Parent to consummate perform its obligations hereunder, including the Mergerconsummation of either of the Mergers.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries Parent in connection with the execution and delivery of this Agreement or by Regional or with respect to the Buyer Parties in connection with the consummation by Regional of the transactions contemplated by this Agreement, except for (i) pre-merger notification under the filing of the Articles of Merger with the Secretary of State; HSR Act, (ii) the filing with and recordation of appropriate merger documents as required by the SEC of the Joint Proxy Statement/ProspectusMGCL, DRULPA and DLLCA, and (iii) the filing with the SECapplicable requirements, and declaration if any, of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities laws, except for any consent, approval, license, permit, order, authorization, registration, declaration, notice or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consentsfiling, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not so obtained or made, would not, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect prevent or materially delay consummation of either of the Mergers and would not reasonably be expected to prevent, the other transactions contemplated hereby or prevent or materially impair or delay, delay the ability of Regional Parent to consummate perform its obligations hereunder, including the Merger.
(d) The Regional Shareholder Approval is the only vote consummation of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the MergerMergers.
Appears in 2 contracts
Samples: Merger Agreement (Trustreet Properties Inc), Merger Agreement (Trustreet Properties Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Parent and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining the necessary approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority shareholders of the votes outstanding entitled Parent as referred to vote on the Merger and Regional Stock Issuance in Section 6.3(b) (the “Regional Parent Shareholder Approval”), the UKLA agreeing to admit all of the Parent Ordinary Shares (including those underlying the Parent ADSs) to the Official List of the UKLA and the London Stock Exchange plc (the “LSE”) agreeing to admit such Parent Ordinary Shares to trading on the LSE’s market for listed securities, to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including by this Agreement by the Merger Parent and the Regional Stock Issuance (including any adjournment or postponement thereof, Transitory Subsidiary have been duly authorized by all necessary corporate action on the “Regional Meeting”); part of each of the Parent and (v) resolved to recommend the Transitory Subsidiary and the approval of this Agreement, the Merger and Board of Directors of the Regional Stock Issuance by Regional’s shareholders Parent (the “Regional Board RecommendationParent Board”)), subject only to the required receipt of the Parent Shareholder Approval and adoption of this Agreement by the Parent in its capacity as the sole stockholder of the Transitory Subsidiary. This Agreement has been duly executed and delivered by Regional and, assuming each of the due authorization, execution Parent and delivery of this Agreement by SunLink, the Transitory Subsidiary and constitutes the valid and binding obligation of Regionaleach of the Parent and the Transitory Subsidiary, enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional each of the Parent and the Transitory Subsidiary do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Parent and the Transitory Subsidiary of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles Memorandum and Articles of incorporation, bylaws Association of the Parent or similar governing documents Certificate of Regional Incorporation or any Significant Regional By-laws of the Transitory Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property the Parent’s or right of Regional or any Subsidiary of Regional the Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Regional the Parent or any of such Subsidiaries the Transitory Subsidiary is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to obtaining the Parent Shareholder Approval and compliance with the requirements specified in clauses (i) through (ivviii) of Section 3.4(c4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Parent or any of its Significant Regional Subsidiaries the Transitory Subsidiary or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties accelerations or Liens, and for any consents or waivers not obtained, losses that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity Entity, including the UKLA, the UK Panel on Takeovers and Mergers, or any stock market or stock exchange on which shares of Regional Capital Stock the Parent Ordinary Shares or Parent ADSs are listed for trading is required by or with respect to Regional the Parent or any of its Subsidiaries the Transitory Subsidiary in connection with the execution and delivery of this Agreement by Regional the Parent or the Transitory Subsidiary or the consummation by Regional the Parent or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act, (ii) the filing of the Articles Certificate of Merger with the Secretary of State; State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iv) the filing of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing Prospectus with the SEC of such reports under Section 13(a) of in accordance with the Exchange Act, and (v) the filing of such other compliance with reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the rules and regulations thereunder, Securities Act as may be required in connection with this Agreement and the Transactions; transactions contemplated hereby, (vvi) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or laws and the rules securities laws of any foreign country, (vii) the filing with The NASDAQ Stock Market of a Notification Form for Listing of Additional Shares with respect to the Parent ADSs issuable in connection with the Merger and regulations a listing application with the LSE with respect to the Parent Ordinary Shares issuable in connection with the Merger, the UKLA agreeing to admit all of the NYSE Amex; Parent Ordinary Shares underlying the Parent ADSs to the Official List of the UKLA and the LSE agreeing to admit such Parent Ordinary Shares to trading on the LSE’s market for listed securities, and (viviii) in connection with any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergerapplicable Antitrust Law.
(d) The Regional Shareholder Approval affirmative vote of the holders of a majority of the Parent Ordinary Shares present or represented by proxy and voting at the Parent Shareholders Meeting is the only vote of the holders of any class or series of the Regional Capital Stock Parent’s share capital necessary for the approval of the Regional Stock Issuance or Parent Voting Proposal and for the consummation by Regional the Parent of the Mergerother transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Parent may vote.
Appears in 2 contracts
Samples: Merger Agreement (New Focus Inc), Merger Agreement (Bookham Technology PLC)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Buyer and the Acquisition Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including by this Agreement by the Merger Buyer and the Regional Stock Issuance (including any adjournment or postponement thereof, Acquisition Sub have been duly authorized by all necessary corporate action on the “Regional Meeting”); and (v) resolved to recommend approval part of this Agreement, each of the Merger Buyer and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Acquisition Sub. This Agreement has been duly executed and delivered by Regional and, assuming each of the due authorization, execution Buyer and delivery of this Agreement by SunLink, the Acquisition Sub and constitutes the valid and binding obligation of Regionaleach of the Buyer and the Acquisition Sub, enforceable against Regional each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional each of the Buyer and the Acquisition Sub do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Buyer and the Acquisition Sub of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles certificate of incorporation, incorporation or bylaws of the Buyer or similar governing documents of Regional or any Significant Regional Subsidiarythe Acquisition Sub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property the Buyer’s or right of Regional or any Subsidiary of Regional the Acquisition Sub’s assets under, any of the terms, conditions or provisions of any Contract lease, license, contract or other agreement, instrument or obligation to which Regional the Buyer or any of such Subsidiaries the Acquisition Sub is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through and (ivii) of Section 3.4(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Buyer or any of its Significant Regional Subsidiaries the Acquisition Sub or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock common stock of Buyer are listed for trading is required by or with respect to Regional the Buyer or any of its Subsidiaries the Acquisition Sub in connection with the execution and delivery of this Agreement by Regional the Buyer or the Acquisition Sub or the consummation by Regional the Buyer or the Acquisition Sub of the transactions contemplated by this Agreement, except for (i) the filing of pre-merger notification requirements under the Articles of Merger with the Secretary of State; HSR Act, and (ii) the filing of the Certificate of Merger with the SEC Delaware Secretary of the Joint Proxy Statement/Prospectus, (iii) the filing State and appropriate corresponding documents with the SEC, and declaration appropriate authorities of effectiveness under other states in which the Securities Act, of Company is qualified as a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected foreign corporation to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergertransact business.
(d) The Regional Shareholder Approval is the only No vote of the holders of any class or series of the Regional Capital Stock Buyer’s capital stock or other securities is necessary for the approval of the Regional Stock Issuance or for the consummation by Regional the Buyer of the Mergertransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Walgreen Co), Agreement and Plan of Merger (Option Care Inc/De)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Buyer and the Buyer Subsidiary has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, by this Agreement by the Buyer and the Buyer Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Buyer Subsidiary (including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and by the Regional Stock Issuance by Regional’s shareholders (Buyer in its capacity as the “Regional Board Recommendation”sole shareholder of the Buyer Subsidiary). This Agreement has been duly executed and delivered by Regional and, assuming each of the due authorization, execution Buyer and delivery of this Agreement by SunLink, the Buyer Subsidiary and constitutes the valid and binding obligation of Regionaleach of the Buyer and the Buyer Subsidiary, enforceable against Regional in accordance with its terms, subject to the Bankruptcy applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exception.similar laws affecting creditors’ rights and remedies generally and to general principles of equity. Table of Contents
(b) The execution and delivery of this Agreement by Regional each of the Buyer and the Buyer Subsidiary do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Buyer and the Buyer Subsidiary of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles certificate of incorporation, bylaws incorporation or similar governing documents by-laws of Regional the Buyer or any Significant Regional the Buyer Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien Encumbrance on any asset, property the Buyer’s or right of Regional or any Subsidiary of Regional the Buyer Subsidiary’s assets under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Regional the Buyer or any of such Subsidiaries the Buyer Subsidiary is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses clause (i), (ii), (iii) through and (iv) of Section 3.4(c5.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional the Buyer or any of its Significant Regional Subsidiaries the Buyer Subsidiary or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b5.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties accelerations or Liens, and for any consents or waivers not obtained, losses that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional the Buyer or any of its Subsidiaries the Buyer Subsidiary in connection with the execution and delivery of this Agreement by Regional the Buyer or the Buyer Subsidiary or the consummation by Regional the Buyer or the Buyer Subsidiary of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act, (ii) the filing of the Articles Certificate of Merger with the Secretary of State; (ii) State of the filing State of New Jersey and appropriate corresponding documents with the SEC Secretaries of State of other states in which the Joint Proxy Statement/ProspectusCompany is qualified as a foreign corporation to transact business, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC filings of such reports reports, schedules or materials under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; transactions contemplated hereby and (viv) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or and the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders securities Laws of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Mergerforeign country.
Appears in 2 contracts
Samples: Merger Agreement (Mikron Infrared Inc), Merger Agreement (Mikron Infrared Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Buyer has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger other agreements contemplated hereby and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined transactions that are contemplated by this Agreement and the transactions other agreements contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, The execution and delivery of this Agreement and the other agreements contemplated hereby by SunLinkBuyer and the consummation by Buyer of the transactions that are contemplated by this Agreement and the other agreements contemplated hereby have been duly authorized by all necessary action on the part of Buyer (including by its board of managers). This Agreement has been, constitutes and the other agreements contemplated hereby have been or will be at Closing, as applicable, duly executed and delivered by Buyer, and assuming this Agreement and the other agreements contemplated hereby constitute, or will constitute at Closing, as applicable, the valid and binding obligation of Regionalthe other parties hereto and thereto, this Agreement constitutes, and the other agreements contemplated hereby will constitute at Closing, the valid and binding obligations of Buyer, enforceable against Regional Buyer in accordance with its their respective terms, subject subject, as to enforcement, to the Bankruptcy and Equity ExceptionEnforceability Limitations.
(b) The execution and delivery by Buyer of this Agreement by Regional do and the other agreements contemplated hereby does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Buyer of the transactions that are contemplated by this Agreement shall and the other agreements contemplated hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing organizational documents of Regional or any Significant Regional SubsidiaryBuyer, (ii) conflict with, or result in any a violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation a default (or imposition give rise to a right of acceleration of any Lien on material obligation of Buyer or loss of any asset, property or right of Regional or any Subsidiary of Regional material benefit to Buyer) under, any of the terms, conditions or provisions of any material bond, mortgage, indenture, lease, license or other Contract or obligation to which Regional or any of such Subsidiaries Buyer is a party or by which any of them Buyer or any of their properties, rights respective properties or assets may be bound, bound or (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (i) through (iv) of Section 3.4(c5.2(c), contravene, conflict with or violate result in a violation of any of the terms or requirements of any Law or judgment, or give any Governmental Entity the right to revoke, cancel or terminate any regulatory or governmental permit, concession, franchise, franchise or license, judgmentin each case, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional Buyer or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except other than, in the case of clauses clause (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, violations or defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and that would not reasonably be expected to have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No Except as disclosed in Section 5.2(c) of the Buyer Disclosure Letter, no consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Buyer or any of its Subsidiaries Affiliates in connection with the execution and delivery of this Agreement by Regional Buyer or the consummation by Regional Buyer of the transactions that are contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergerhereby.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Isle of Capri Casinos Inc), Option Agreement (Isle of Capri Casinos Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional CNLRP has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and, subject to the approval adoption of this Agreement, Agreement by CNLRP’s stockholders under the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”)MGCL, to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated herebyby this Agreement by CNLRP have been duly authorized by all necessary corporate action on the part of CNLRP, including subject only to the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval adoption of this Agreement, Agreement by CNLRP’s stockholders under the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)MGCL. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution CNLRP and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of RegionalCNLRP, enforceable against Regional in accordance with its terms, except that the enforceability of this Agreement is subject only to the Bankruptcy and Equity Exceptionadoption of this Agreement by CNLRP’s stockholders under the MGCL.
(b) The execution and delivery of this Agreement by Regional do CNLRP does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall will not, (i) subject to approval of the CNLRP Charter Amendment, conflict with, or result in any violation or breach of, any provision of the articles Second Amended and Restated Articles of incorporationIncorporation, bylaws as amended or similar governing documents Bylaws of Regional CNLRP or the charter, Bylaws, or other organizational document of any Significant Regional Subsidiaryof its Subsidiaries, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation of a security interest, lien, claim, pledge, agreement, limitations in CNLRP’s voting right, charge or imposition other encumbrance of any Lien nature on any asset, property of the properties or right assets of Regional CNLRP or any Subsidiary of Regional under, its Subsidiaries pursuant to any of the terms, conditions or provisions of of, any Contract note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Regional CNLRP or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through ), (ii), (iii), (iv) and (v) of Section 3.4(c4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional CNLRP or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets; or (iv) require CNLRP under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or its assets are bound, to obtain the consent or approval of, or provide notice to, any other party to any such agreement, contract, arrangement or understanding, except in the case of clauses (ii), (iii) and (iiiiv) of this Section 3.4(b4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties failure to obtain consent or Liens, and for any consents approval or waivers not obtained, thatfailure to notify which could not, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional CNLRP Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional CNLRP or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreement, except for (i) pre-merger notification under the HSR Act, (ii) the filing of the Articles of Merger with the Secretary Maryland Department of State; (ii) the filing Assessments and Taxation and appropriate corresponding documents with the SEC Secretaries of the Joint Proxy Statement/ProspectusState of other states in which CNLRP is qualified as a foreign corporation to transact business, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing reports with the SEC of such reports under Section 13(a) of in accordance with the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.,
Appears in 2 contracts
Samples: Merger Agreement (CNL Restaurant Properties Inc), Merger Agreement (U S Restaurant Properties Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional The Acquirer has all requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance Transaction Documents and to consummate the transactions contemplated herein and therein. The execution and delivery of, and the consummation of the transactions contemplated by, this Agreement by the affirmative vote of a majority Acquirer has been duly authorized by all necessary corporate action on the part of the votes outstanding entitled to vote on Acquirer. The board of directors of the Merger and Regional Stock Issuance Acquirer (the “Regional Shareholder ApprovalAcquirer Board”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously by the unanimous vote of all Acquirer Directors, duly resolved (i) determined that the entry into this Agreement and consummation of the Acquisition, the Scheme and the other transactions contemplated hereby, including hereby on the Merger terms and subject to the Regional Stock Issuanceconditions set forth herein, are in most likely to promote the best interests success of Regional; Acquirer for the benefit of its stockholders as a whole and (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that to approve this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of Acquisition, the Regional shareholders for the purpose of approving this Agreement Scheme and the other transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of by this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional the Acquirer and, assuming the due authorization, execution and delivery of this Agreement by SunLinkthe Company, constitutes the valid and binding obligation of Regionalthe Acquirer, enforceable against Regional it in accordance with its terms, subject to the Bankruptcy and Equity ExceptionExceptions.
(b) The execution and delivery of this Agreement by Regional do the Acquirer does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Acquirer of the transactions contemplated by this Agreement hereby shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles certificate of incorporation, bylaws bylaws, articles or similar governing other organizational documents of Regional or any Significant Regional Subsidiarythe Acquirer, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract material agreement or other instrument to which Regional or any of such Subsidiaries the Acquirer is a party or by which any of them or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iviii) of Section 3.4(cClause 1.1(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Acquirer or any of its Significant Regional Subsidiaries properties or assets, or any of its or their respective properties, rights or assetsother applicable Law, except in the case of clauses (ii) and (iii) of this Section 3.4(bClause 2.3(b) 1.1(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional an Acquirer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity Relevant Authority or any stock market or stock exchange on which shares of Regional Capital Stock Acquirer Shares are listed for trading is required by or with respect to Regional or any of its Subsidiaries the Acquirer in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementherein, except for (i) the filing of pre-merger notification requirements under the Articles of Merger with the Secretary of State; HSR Act and any requirements under other applicable Antitrust Laws, (ii) the filing filings in connection with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing or in compliance with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunderSecurities Act, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; any stock exchange and (viiii) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, an Acquirer Material Adverse Effect.
(d) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Relevant Authority or any stock market or stock exchange on which shares of Acquirer Common Stock are listed for trading is required by or with respect to the Acquirer or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Acquirer or the consummation by the Acquirer of the Acquisition, except for (i) as required under applicable Law, (ii) the Exchange Act, (iii) the Securities Act, (iv) the rules and regulations of the NASDAQ, (v) the HSR Act, and the antitrust, competition, foreign investment or similar Laws outside of the United States set forth in Clause 2.4(d) of the Acquirer Disclosure Schedule and (vi) the approvals set forth in Clause 2.4(d) of the Acquirer Disclosure Schedule, and no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, or notice to, any United States, state of the United States or non-United States governmental or regulatory agency, commission, court, body, entity or authority, other market administrator, international treaty or standards organization, or national, regional or state organization, or Relevant Authority, is necessary, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by Acquirer of the transactions contemplated hereby, except for such authorizations, consents, orders, licenses, permits, approvals or filings that, if not obtained or made, would not reasonably be expected to have a Regional have, individually or in the aggregate, an Acquirer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(de) The Regional Shareholder Approval is the only No affirmative vote or written consent of the holders of any class or series of the Regional Capital Stock necessary for the approval capital stock of the Regional Stock Issuance or for Acquirer is necessary to consummate the consummation by Regional of the MergerAcquisition.
Appears in 2 contracts
Samples: Implementation Agreement (MKS Instruments Inc), Implementation Agreement (Atotech LTD)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Sub Shareholder Approval”), to consummate the Merger and the Regional Stock IssuanceMerger. The Regional Parent Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regionalthe Company; (ii) adopted this Agreement; and (iii) approved the Merger Merger. The execution and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting delivery of the Regional shareholders for the purpose of approving this Agreement and the consummation of the transactions contemplated herebyby this Agreement by the Parent and Xxxxxx Sub have been duly authorized by all necessary corporate action on the part of the Parent and Merger Sub, including subject only to the adoption of this Agreement by the Parent as sole shareholder of Merger and the Regional Stock Issuance Sub (including any adjournment or postponement thereof, the “Regional MeetingMerger Sub Shareholder Approval”); , which shall occur promptly after the execution and (v) resolved to recommend approval delivery of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional each of the Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by SunLinkthe Company, constitutes the valid and binding obligation of Regionalthe Parent and Merger Sub, enforceable against Regional each of the Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional the Parent and Merger Sub do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Parent and Merger Sub of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporationincorporation or bylaws of the Parent, bylaws or similar governing documents of Regional Merger Sub or any Significant Regional Subsidiaryother Subsidiary of the Parent, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional the Parent, Merger Sub or any other Subsidiary of Regional the Parent under, any of the terms, conditions or provisions of any Contract to which Regional the Parent or any of such Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Parent or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional the Parent or Merger Sub to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Parent Capital Stock are listed for trading is required by or with respect to Regional the Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional the Parent and Merger Sub or the consummation by Regional the Parent and Merger Sub of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification report by the Parent and Merger Sub under the HSR Act, and the expiration or termination of any applicable waiting period with respect thereto; (ii) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the Securities Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (viv) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE AmexNYSE; and (viv) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional the Parent and Merger Sub to consummate the Merger.
(d) The Regional Shareholder Approval Other than by reason of this Agreement or the transactions contemplated hereby, neither the Parent nor Merger Sub is the only vote an “interested shareholder” (as defined in Section 23-1-43-10 of the holders of any class or series Act) of the Regional Capital Stock necessary for the approval Company or any of the Regional Stock Issuance or for the consummation by Regional of the Mergerits Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Kimball International Inc), Merger Agreement (Kimball International Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Company has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated hereby. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery by Company of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated herebyby this Agreement by Company have been duly authorized by all necessary corporate action on the part of Company, including subject only to the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval adoption of this Agreement, Agreement by Company stockholders under the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)DGCL. This Agreement has been duly executed and delivered by Regional Company and, assuming the due authorization, execution and delivery of this Agreement by SunLinkParent and Merger Sub, constitutes the valid and binding obligation of RegionalCompany, enforceable against Regional in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (the "Bankruptcy ---------- and Equity Exception."). --------------------
(b) The execution and delivery of this Agreement by Regional Company do not, and (subject assuming that this Agreement is duly adopted by Company's stockholders and that the consents, approvals, orders, authorizations, registrations, declarations and filings referred to the receipt of the Regional Shareholder Approvalin Section 3.03(c) --------------- are duly obtained and made, the consummation by Regional Company of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional SubsidiaryCompany, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Company or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Company or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity") is required to be obtained or made by or with ------------------- respect to Regional Company or any of its Subsidiaries prior to the Effective Time in connection with the execution and delivery by Company of this Agreement by Regional or the consummation by Regional Company of the transactions contemplated by this Agreementhereby, except for (i) the filing of a pre-merger notification and report form under the Articles Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing ------- of the Certificate of Merger with the Secretary of State; State of the State of Delaware, (iiiii) the filing with the SEC of the Joint Proxy Statement/Prospectus, Prospectus (iiias defined in Section 3.20) the filing with the Securities and Exchange ------------ Commission (the "SEC") in accordance with the Securities Exchange Act --- of 1934, as amended (the "Exchange Act"), and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, ------------ approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or laws and the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders laws of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Mergerforeign country.
Appears in 2 contracts
Samples: Merger Agreement (Wadhwani Romesh), Merger Agreement (Aspect Development Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional The Company has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and, subject to the approval adoption of this Agreement, the Merger and the Regional Stock Issuance Agreement by the affirmative vote of a majority of Company’s stockholders under the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”)MGCL, to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated herebyby this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, including subject only to the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval adoption of this Agreement, Agreement by the Merger and Company’s stockholders under the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)MGCL. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Company and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of Regionalthe Company, enforceable against Regional in accordance with its terms, except that the enforceability of this Agreement is subject only to the Bankruptcy and Equity Exceptionadoption of this Agreement by the Company’s stockholders under the MGCL.
(b) The execution and delivery of this Agreement by Regional do the Company does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Restated Articles of incorporationIncorporation or Bylaws of the Company or the charter, bylaws Bylaws, or similar governing documents other organizational document of Regional or any Significant Regional Subsidiaryof its Subsidiaries, (ii) except as set forth on Section 3.3(b) of the Company Disclosure Schedule, conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation of a security interest, lien, claim, pledge, agreement, limitations in the Company’s voting right, charge or imposition other encumbrance of any Lien nature on any asset, property of the properties or right assets of Regional the Company or any Subsidiary of Regional under, its Subsidiaries pursuant to any of the terms, conditions or provisions of of, any Contract note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation to which Regional the Company or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through ), (ii), (iii), (iv) and (v) of Section 3.4(c3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Company or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets; or (iv) require the Company under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or its assets are bound, to obtain the consent or approval of, or provide notice to, any other party to any such agreement, contract, articles, articles supplementary, arrangement or understanding, except in the case of clauses (ii), (iii) and (iiiiv) of this Section 3.4(b3.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties failure to obtain consent or Liens, and for any consents approval or waivers not obtained, thatfailure to notify which could not, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity”) is required by or with respect to Regional the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreement, except for (i) pre-merger notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the filing of the Articles of Merger with the Secretary Maryland Department of State; (ii) the filing Assessments and Taxation and appropriate corresponding documents with the SEC Secretaries of State of other states in which the Joint Proxy Statement/ProspectusCompany is qualified as a foreign corporation to transact business, (iii) the filing of reports with the Securities and Exchange Commission (the “SEC, and declaration of effectiveness under ”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act, of a the Form S-4”), (iv) the filing of the Registration Statement (as defined herein) with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance in accordance with the Exchange Securities Act and the rules and regulations thereunderof 1933, as may be required in connection with this Agreement and amended (the Transactions; “Securities Act”), (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable the compliance with any state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; laws, and (vi) any such other consentsconsent, approvalsapproval, licenseslicense, permitspermit, ordersorder, authorizationsauthorization, registrationsregistration, declarationsdeclaration, notices and filings notice or filing, which, if not obtained or made, could not, individually or in the aggregate, would not reasonably be expected to have a Regional Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) As of the date hereof and as of the Effective Time, the Company Board has, at a meeting duly called and held, (i) unanimously approved this Agreement to which the Company is a party, (ii) determined that the transactions contemplated hereby are advisable, fair to and in the best interests of the stockholders of the Company, (iii) resolved to recommend adoption of this Agreement, the Merger, the Company Charter Amendments, and the other transactions contemplated hereby to the stockholders of the Company, and (iv) directed that this Agreement and the Company Charter Amendments be submitted to the stockholders of the Company for their approval and authorization. The Regional Shareholder Approval Company Board has not withdrawn, rescinded or modified such approvals, determination, and resolutions to recommend. The affirmative vote of a majority of all outstanding shares of Company Common Stock and Company Series B Preferred Stock are the only votes of the holders of any class or series of capital stock of the Company necessary to approve and authorize this Agreement, the Merger, the first amendment referred to in the Company Charter Amendments and the other transactions contemplated hereby. The affirmative vote of at least two-thirds of all outstanding shares of Company Common Stock is the only vote of the holders of any class or series of capital stock of the Regional Capital Company necessary to approve and authorize the second amendment referred to in the Company Charter Amendments. The holders of the Company Series A Preferred Stock necessary for the have no right to vote on this approval of this Agreement, the Regional Stock Issuance or for Merger, the consummation by Regional Company Charter Amendments and the other transactions contemplated hereby. As of the Mergerdate of this Agreement, the holders of the Company Common Stock that are parties to the Company Stockholders’ Agreement own (beneficially and of record) and have the right to vote, in the aggregate, approximately 1.87% of the total issued and outstanding Company Common Stock.
(e) To the Company’s Knowledge, there is no agreement or order binding upon the Company or any of its Subsidiaries or any of their assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted or as proposed to be conducted by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is subject to any non-competition, non-solicitation or similar restriction on their respective businesses.
Appears in 2 contracts
Samples: Merger Agreement (CNL Restaurant Properties Inc), Merger Agreement (U S Restaurant Properties Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Curis has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, to perform its obligations hereunder and. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Curis have been duly authorized by all the necessary corporate action on the part of Curis, subject only to the approval of this Agreement, the Merger and by Curis' stockholders under the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)DGCL. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Curis and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of RegionalCuris, enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional do Curis does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents By-laws of Regional or any Significant Regional SubsidiaryCuris, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) constitute a change in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional control under, any of the terms, conditions or provisions of any Contract note, bond mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Regional or any of such Subsidiaries Curis is a party or by which any of them it or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Curis or by which it or any of its Significant Regional Subsidiaries properties or any of its or their respective properties, rights or assetsassets may be bound, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, thataccelerations which are not, individually or in the aggregate, have not had and would not reasonably be expected likely to have a Regional Curis Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Authority is required by or with respect to Regional or any of its Subsidiaries Curis in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of a pre-merger notification report under the HSR Act, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC State of the Joint Proxy Statement/Prospectus, (iii) State of Texas and the filing with the SEC, and declaration of effectiveness under the Securities Act, issuance of a certificate of merger by the Form S-4Secretary of State of the State of Texas, (iv) the filing of the Registration Statement with the SEC and the effectiveness thereof, (v) the registration of such reports the Surviving Company Common Stock under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder(vi) such, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; laws and (vivii) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, would not be reasonably likely, individually or in the aggregate, would not reasonably be expected to have a Regional Curis Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Curis Inc), Merger Agreement (Creative Biomolecules Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional JWC has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated hereby. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including hereby have been duly authorized by all necessary action on the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval part of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)JWC. This Agreement has been duly and validly executed and delivered by Regional and, assuming the due authorization, execution JWC and delivery of this Agreement by SunLink, constitutes the a valid and binding obligation of RegionalJWC, enforceable against Regional in accordance with its terms, subject except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to the Bankruptcy creditors' rights and Equity Exceptionby general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The execution and delivery of this Agreement by Regional do JWC does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles of incorporation, bylaws or similar governing organizational documents of Regional JWC, or any Significant Regional Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional or any of such Subsidiaries JWC is a party or by which any of them JWC or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses clause (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerationsaccelerations or conflicts which would not, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have or result in a Regional Material Adverse Effect and would not reasonably be expected to prevent, on JWC or materially impair or delay, the ability of Regional JWC to consummate the Mergertransactions contemplated by this Agreement.
(c) No consentConsent of any person, approval, license, permit, order or authorization of, or registration, declaration, notice or filing withincluding without limitation, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity, is required by or with respect to Regional or any of its Subsidiaries JWC in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings Consents as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; laws and (viii) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
Consents (d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.other than
Appears in 2 contracts
Samples: Purchase Agreement (Jillians Entertainment Corp), Purchase Agreement (Jillians Entertainment Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional The Company has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and, subject to the approval adoption of this Agreement, approval of the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance other transactions set forth herein (the “Regional Shareholder Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the Merger and transactions contemplated by this Agreement. Without limiting the Regional Stock Issuance. The Regional generality of the foregoing, the Board of Directors of the Company (the “Company Board”), by resolution at a meeting duly called and held, has unanimously by the unanimous vote of all directors (i) determined that this Agreement and the transactions contemplated hereby, including the Merger is fair and the Regional Stock Issuance, are in the best interests of Regional; the Company and its stockholders, (ii) adopted approved this Agreement; (iii) approved , the Merger and the Regional Stock Issuance; other transactions contemplated hereby and declared the advisability of this Agreement in accordance with the provisions of the DGCL, (iviii) directed that this Agreement, the Merger and Regional Stock Issuance the other transactions contemplated hereby be submitted to Regional’s shareholders for approval at a meeting the stockholders of the Regional shareholders Company, according to the terms of this Agreement, for their adoption and approval and resolved to recommend that the purpose stockholders of approving the Company vote in favor of the adoption of this Agreement and the transactions contemplated herebyapproval of all other such matters, including and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law, regulation or other legal requirement that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. None of the Regional Stock Issuance (including foregoing resolutions have been rescinded, modified or withdrawn in any adjournment or postponement thereof, manner except as may be permitted by the “Regional Meeting”); and (v) resolved to recommend approval terms of this Agreement, the Merger . The execution and delivery of this Agreement and the Regional Stock Issuance consummation of the transactions contemplated by Regional’s shareholders (this Agreement by the “Regional Board Recommendation”)Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by Regional the Company and, assuming when executed by the due authorization, execution Buyer and delivery of this Agreement by SunLinkthe Transitory Subsidiary, constitutes the valid and binding obligation of Regionalthe Company, enforceable against Regional the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
(b) The execution and delivery of this Agreement by Regional the Company do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Company of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporationIncorporation or By-laws of the Company or of the charter, bylaws by-laws, or similar governing documents other organizational document of Regional or any Significant Regional SubsidiarySubsidiary of the Company, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition imposition, in each of the foregoing instances in any material respect, of any Lien mortgage, security interest, pledge, lien, charge or encumbrance (“Liens”) on any asset, property or right of Regional the Company’s or any Subsidiary of Regional its Subsidiary’s assets under, any of the terms, conditions or provisions of any Contract lease, license, permit, contract or other agreement, instrument or obligation to which Regional the Company or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to obtaining the Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivv) of Section 3.4(c), conflict with or violate violate, in any material respect, any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Company or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity Entity”) or any stock market or stock exchange on which shares of Regional Capital Company Common Stock are listed for trading is required by or with respect to Regional the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional the Company or the consummation by Regional the Company of the transactions contemplated by this Agreement, except for (i) the filing pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Articles of Merger with the Secretary of State; “HSR Act”), (ii) the filing of the Certificate of Merger with the SEC Delaware Secretary of State and appropriate corresponding documents with the Joint Proxy Statement/Prospectusappropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filing with the Securities and Exchange Commission (the “SEC”) of the proxy statement to be sent to the stockholders of the Company relating to the adoption of this Agreement by the stockholders of the Company (as amended or supplemented from time to time, and declaration of effectiveness under the Securities “Proxy Statement”) in accordance with the Exchange Act, of a the Form S-4, (iv) the filing filings required under, and compliance with the SEC of such reports under Section 13(a) of requirements of, the Securities Act and the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; laws, and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings whichnecessary, if not obtained or madein all material respects, individually or in connection with the aggregatetransactions contemplated by this Agreement (each of such items from this clause (vi), would not reasonably be expected together with each of the consents, approvals and other authorizations under any of the Company Material Contracts necessary in connection with the transactions contemplated by this Agreement, and such other consents, approvals and authorizations as are otherwise material to have a Regional Material Adverse Effect and would not reasonably be expected to preventthe transactions contemplated by this Agreement, or materially impair or delaycollectively, the ability “Required Consents”). Section 3.4 of Regional to consummate the MergerCompany Disclosure Schedules sets forth each of the Required Consents.
(d) The Regional Shareholder Approval affirmative vote for adoption of the Company Voting Proposal by the holders of at least a majority of the outstanding shares of Company Capital Stock voting together as a single class (with holders of shares of Company Series A Preferred Stock voting on an “as converted” basis and not as a separate class) on the record date for the meeting of the Company’s stockholders (the “Company Meeting”) to consider the Company Voting Proposal (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Regional Capital Stock Company’s capital stock or other securities necessary for the approval adoption of the Regional Stock Issuance or this Agreement and for the consummation by Regional the Company of the Mergerother transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.
Appears in 2 contracts
Samples: Merger Agreement (Biosphere Medical Inc), Merger Agreement (Merit Medical Systems Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Private Company has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock IssuanceTransaction. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including by this Agreement by Private Company has been duly authorized by all necessary corporate action on the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval part of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Private Company. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Private Company and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of RegionalPrivate Company, enforceable against Regional Private Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional Private Company and the Stockholders do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Private Company and the Stockholders of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles certificate of incorporationincorporation or bylaws of Private Company or of the charter, bylaws or similar governing documents other organizational document of Regional or any Significant Regional SubsidiarySubsidiary of Private Company, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien (other than a Permitted Lien) on any asset, property or right the assets of Regional Private Company or any Subsidiary of Regional underits Subsidiaries pursuant to, any of the terms, conditions or provisions of any Contract lease, license, contract or other agreement, instrument or obligation to which Regional Private Company or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets (whether owned or leased) may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Private Company or any of its Significant Regional Subsidiaries or any of its the properties or their respective propertiesassets now owned, rights operated or assetsleased by any of them, except in the case of clauses (ii) and (iii) of this Section 3.4(b4.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would are not reasonably be expected likely to have a Regional Private Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Private Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional Private Company or the consummation by Regional Private Company of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would are not reasonably be expected likely to have a Regional Private Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Dare Bioscience, Inc.), Stock Purchase Agreement (Cerulean Pharma Inc.)
Authority; No Conflict; Required Filings and Consents. (a) Regional The Purchaser has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including . The execution and delivery of this Agreement by the Merger Purchaser and the Regional Stock Issuance, are in consummation by the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting Purchaser of the Regional shareholders for transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the purpose part of approving the Purchaser are necessary to authorize this Agreement and or to consummate the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly and validly executed and delivered by Regional the Purchaser and, assuming the due authorization, execution and delivery of this Agreement by SunLinkthe Company, the Sellers and the Founders, constitutes the a legal, valid and binding obligation of Regionalthe Purchaser, enforceable against Regional the Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional the Purchaser do not, and (subject to the receipt performance of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall by the Purchaser will not, (i) conflict with, with or result in any violation or breach of, any provision violate the organizational documents of the articles of incorporation, bylaws or similar governing documents of Regional or any Significant Regional SubsidiaryPurchaser, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or violate any Law applicable to the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract to which Regional or any of such Subsidiaries is a party Purchaser or by which any property or asset of them the Purchaser is bound or any of their properties, rights or assets may be boundaffected, or (iii) subject result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to compliance with others any right of termination, amendment, acceleration or cancellation of, or result in the requirements specified in clauses (i) through (iv) creation of Section 3.4(c)any Encumbrance on any property or asset of the Purchaser pursuant to, conflict with or violate any permitnote, concessionbond, franchisemortgage, indenture, contract, agreement, lease, license, judgmentpermit, injunction, order, decree, statute, Law, ordinance, rule franchise or regulation applicable to Regional other instrument or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergerobligation.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the The execution and delivery of this Agreement by Regional the Purchaser do not, and the performance of this Agreement by the Purchaser will not, require any consent, approval, authorization or the consummation by Regional permit of, or filing with or notification to, any third party or Governmental Authority, other than any of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be foregoing required under applicable state US securities laws or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if which will not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the Purchaser’s ability of Regional to consummate the Mergerperform its obligations hereunder.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Stock Purchase Agreement (TAL Education Group), Stock Purchase Agreement (Sohu Com Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Buyer and Buyer Parent has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger agreement contemplated hereby and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions to which it is a party that are contemplated by this Agreement. The execution and delivery of this Agreement by Buyer and Buyer Parent and the Regional Stock Issuance. The Regional Board, at consummation by Buyer and Buyer Parent of the transactions to which they are a meeting duly called and held, has unanimously (i) determined party that are contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Buyer and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Buyer Parent. This Agreement has been duly executed and delivered by Regional Buyer and Buyer Parent and, assuming the due authorization, execution and delivery of this Agreement by SunLinkconstitutes the valid and binding obligation of Sellers and the Partnership, constitutes the valid and binding obligation of RegionalBuyer and Buyer Parent, enforceable against Regional Buyer in accordance with its terms, subject subject, as to the Bankruptcy enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and Equity Exception(ii) general principles of equity.
(b) The Other than as disclosed in Section 7.2 of the Buyer Disclosure Letter, the execution and delivery of this Agreement by Regional do Buyer and Buyer Parent does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Buyer and Buyer Parent of the transactions to which they are a party that are contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws bylaw or similar governing documents other organizational document of Regional or any Significant Regional SubsidiaryBuyer and Buyer Parent, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, Contract or obligation to which Regional Buyer or any of such Subsidiaries Buyer Parent is a party or by which any of them they or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (i) through (iv) of Section 3.4(c7.2(c), conflict with or violate any permit, authorization, registration, notice, certificate, exemption, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Regional Buyer or Buyer Parent or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such breaches, conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties losses or Liens, and for failures to obtain any consents such consent or waivers not obtained, thatwaiver which (x) would not, individually or in the aggregate, have not had and would not be reasonably be expected likely to have a Regional Buyer Material Adverse Effect and or (y) would not reasonably be expected to prevent, or materially impair or delay, delay the ability of Regional to consummate the MergerClosing.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Buyer or any of its Subsidiaries Buyer Parent in connection with the execution and delivery of this Agreement by Regional Buyer and Buyer Parent or the consummation by Regional Buyer and Buyer Parent of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the Articles of Merger with pre-merger notification report under the Secretary of State; HSR Act, (ii) any approvals and filing of notices required under the filing with the SEC of the Joint Proxy Statement/ProspectusBuyer Gaming Laws, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrationspermits, declarationsfilings, notices declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the renaming or rebranding of the operations at the Property, (iv) such other filings, consents, approvals, orders, authorizations, permits, registrations and filings declarations as may be required under applicable state securities the Laws of any jurisdiction in which Buyer conducts any business or “blue sky” Laws owns any assets, the failure of which to make or obtain would not, individually or in the rules and regulations of the NYSE Amex; aggregate, be reasonably likely to have a Buyer Material Adverse Effect and (viv) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarationspermits, notices and declarations or filings whichrequired by the Partnership or any of its Subsidiaries, if not obtained Affiliates or madekey employees (including, individually or in without limitation, under the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerPartnership Gaming Laws).
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Partnership Interest Purchase Agreement (Harrahs Entertainment Inc), Partnership Interest Purchase Agreement (Boyd Gaming Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Buyer and the Offering Subsidiary has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger Offer and the Regional Stock Issuanceother transactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the consummation of the Offer and the other transactions contemplated hereby, including by this Agreement by the Merger Buyer and the Regional Stock Issuance, are in Offering Subsidiary have been duly authorized by all necessary corporate action on the best interests part of Regional; (ii) adopted this Agreement; (iii) approved the Merger Buyer and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Offering Subsidiary. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Buyer and delivery of this Agreement by SunLink, the Offering Subsidiary and constitutes the valid and binding obligation of Regionalthe Buyer and the Offering Subsidiary, enforceable against Regional the Buyer and the Offering Subsidiary in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional do not, and (subject to the receipt each of the Regional Shareholder Approval) Buyer and the Offering Subsidiary do not and the consummation by Regional the Buyer and the Offering Subsidiary of the Offer and the other transactions contemplated by this Agreement Agreement, as applicable, shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporationcharter, bylaws or similar governing other organizational documents of Regional the Buyer or any Significant Regional the Offering Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property the Buyer's or right of Regional or any Subsidiary of Regional the Offering Subsidiary's assets under, any of the terms, conditions or provisions of any Contract lease, license, contract or other agreement, instrument or obligation to which Regional the Buyer or any of such Subsidiaries the Offering Subsidiary is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (ivi)-(iv) of Section 3.4(c3.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule Order or regulation Law applicable to Regional the Buyer or any of its Significant Regional Subsidiaries the Offering Subsidiary or any of its or their respective propertiesProperties, rights or assetsexcept, except in the case of clauses clause (ii) and or (iii) of this Section 3.4(b) 3.2(c), for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not be reasonably be expected to have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order Order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock Buyer common stock ("Buyer Common Stock") are listed for trading is required by or with respect to Regional the Buyer or any of its Subsidiaries the Offering Subsidiary in connection with the execution and delivery of this Agreement by Regional the Buyer or the Offering Subsidiary or the consummation by Regional the Buyer or the Offering Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing of notification requirements under the Articles of Merger with the Secretary of State; HSR Act, (ii) the filing with administrative report under the SEC of the Joint Proxy Statement/ProspectusKorean Foreign Investment Promotion Act, (iii) the filing with the SEC, and declaration of effectiveness business combination report under the Securities Korean Monopoly Regulation and Fair Trade Act, of a the Form S-4, (iv) the filing of the appropriate corresponding documents with the appropriate authorities of other jurisdictions in which the Company is qualified as a foreign corporation to transact business and (v) such filing and notices with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, or The Nasdaq Global Market as may be required in connection with this Agreement for the consummation of the Offer and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergertransactions contemplated by this Agreement.
(d) The Regional Shareholder Approval is the only No vote of the holders of any class or series of the Regional Capital Stock Buyer's capital stock or other securities is necessary for the approval of the Regional Stock Issuance or for the consummation by Regional the Buyer of the MergerOffer and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Combination Agreement (WiderThan Co., Ltd.), Combination Agreement (Realnetworks Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional The Company has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, Agreement and the Merger and the Regional Stock Issuance by the affirmative vote of the holders of a majority of the votes outstanding entitled to vote on shares of Company Common Stock (with the Merger Class A Common Stock and Regional Class B Common Stock Issuance voting together as a single class for such purposes) (the “Regional Company Shareholder Approval”), to consummate the Merger and the Regional Stock IssuanceMerger. The Regional Company Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regionalthe Company; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock IssuanceMerger; (iv) directed that this Agreement, Agreement and the Merger and Regional Stock Issuance be submitted to Regionalthe Company’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”)approval; and (v) resolved to recommend approval of this Agreement, Agreement and the Merger and by the Regional Stock Issuance by RegionalCompany’s shareholders (the “Regional Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Shareholder Approval. This Agreement has been duly executed and delivered by Regional the Company and, assuming the due authorization, execution and delivery of this Agreement by SunLinkthe Parent and Merger Sub, constitutes the valid and binding obligation of Regionalthe Company, enforceable against Regional the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
(b) The execution and delivery of this Agreement by Regional the Company do not, and (subject to the receipt of the Regional Company Shareholder Approval) the consummation by Regional the Company of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing documents of Regional the Company or any Significant Regional SubsidiarySubsidiary of the Company, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional the Company or any Subsidiary of Regional its Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Regional the Company or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c2.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional the Company or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b2.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional the Company to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Company Common Stock are listed for trading is required by or with respect to Regional the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional the Company or the consummation by Regional the Company of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and the expiration or termination of any applicable waiting period with respect thereto; (ii) the filing of the Articles of Merger with the Secretary of State; (iiiii) the filing with the SEC of (A) a proxy statement in preliminary and definitive form (each as amended or supplemented from time to time, the Joint “Proxy Statement/Prospectus, (iii”) with respect to the filing with the SECCompany Meeting, and declaration of effectiveness under the Securities Act, of a the Form S-4, (ivB) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (viv) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE AmexNASDAQ; and (viv) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional the Company to consummate the Merger.
(d) The Regional Assuming the accuracy of the Parent’s and Merger Sub’s representation and warranty set forth in Section 3.4(d), the Company Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Company Common Stock necessary for the approval of this Agreement and the Regional Stock Issuance Merger or for the consummation by Regional the Company of the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Kimball International Inc), Merger Agreement (Kimball International Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional The Company has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority each of the votes outstanding entitled Ancillary Agreements to vote on the Merger which it is a party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions contemplated hereby and the Regional Stock Issuancethereby. The Regional Board, at a meeting duly called Company’s execution and held, has unanimously (i) determined that delivery of this Agreement and each Ancillary Agreement to which it is a party and the consummation by the Company of the transactions contemplated hereby, including hereby and thereby have been duly authorized by all necessary action on the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting part of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Company. This Agreement has been been, and each Ancillary Agreement will be at or prior to Closing, duly executed and delivered by Regional the Company party thereto and, assuming the due authorization, execution and delivery of by the other parties hereto and thereto, this Agreement by SunLinkconstitutes, constitutes and each Ancillary Agreement when so executed and delivered will constitute, the valid and binding obligation of Regionalthe Company, enforceable against Regional the Company in accordance with its their respective terms, subject subject, as to the Bankruptcy enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and Equity Exception(ii) general principles of equity.
(b) The execution and delivery by the Company of this Agreement by Regional do notand each Ancillary Agreement to which it is a party, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Company of the transactions contemplated by this Agreement shall hereby and thereby, and the compliance of the Company with any provisions hereof or thereof, does not or will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing organization documents of Regional or any Significant Regional Subsidiarythe Company, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, Contract or obligation to which Regional or any of such Subsidiaries the Company is a party or by which any of them the Company or any of their properties, rights or assets the Purchased Assets may be bound, or (iii) subject result in the creation of any Lien or Encumbrance (other than Permitted Liens and Permitted Encumbrances) on any of the Purchased Assets pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to compliance with which the requirements specified in clauses (i) through Company is a party or by which the Company or the Purchased Assets may be bound or affected, or (iv) of subject to the governmental filings and other matters referred to in Section 3.4(c)7.2(c) hereof, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Regional the Company or any of its Significant Regional Subsidiaries or any of its or their respective propertiesthe Purchased Assets, rights or assetsexcept, except in the case of clauses (ii), (iii) and (iii) of this Section 3.4(b) iv), for any such breaches, conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties losses or Liens, and for failures to obtain any consents such consent or waivers not obtained, thatwaiver which would not, individually or in the aggregate, have not had and would not be reasonably be expected likely to (x) have a Regional Company Material Adverse Effect and would not reasonably be expected to prevent, or (y) materially impair or delay, materially delay the ability of Regional to consummate the MergerClosing.
(c) No consent, approval, finding of suitability, license, permit, waiver, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries the Company in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Regional the Company or the consummation by Regional the Company of the transactions to which it is a party that are contemplated by this Agreementhereby, except for (i) the filing of the Articles of Merger notification under, and compliance with any other applicable requirements of, the Secretary of State; HSR Act, (ii) any approvals and filing of notices required under the filing with the SEC of the Joint Proxy Statement/ProspectusGaming Laws, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrationspermits, declarationsfilings, notices declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco or the renaming or rebranding of the operations at the Real Property, (iv) such other filings, consents, approvals, findings of suitability, licenses, waivers, orders, authorizations, permits, registrations and filings declarations as may be required under applicable state securities the Laws of any jurisdiction in which the Company conducts any business or “blue sky” Laws owns any Purchased Assets, the failure of which to make or obtain would not, individually or in the rules and regulations of aggregate, be reasonably likely to (x) have a Company Material Adverse Effect or (y) materially impair or materially delay the NYSE Amex; Closing, and (viv) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarationspermits, notices and declaration or filings whichrequired by Buyer or any of its Subsidiaries, if not obtained Affiliates or made, individually or in key employees (including under the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerGaming Laws).
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (CAESARS ENTERTAINMENT Corp), Equity Interest Purchase Agreement (Penn National Gaming Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional has Xxxxx and Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, to perform its obligations hereunder and. The execution and delivery of this Agreement by Xxxxx and Sub and the consummation by them of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Xxxxx and Sub, subject only to the approval of this Agreement, the issuance of Xxxxx Common Stock in the Merger and the Regional Stock Issuance by Zoran’s stockholders as required by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)DGCL. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Xxxxx and delivery of this Agreement by SunLink, Sub and constitutes the valid and binding obligation of RegionalXxxxx and Sub, enforceable against Regional each of them in accordance with its terms, subject to the Bankruptcy except as such enforceability may be limited by (i) bankruptcy laws and Equity Exceptionother similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
(b) The execution and delivery of this Agreement by Regional do Xxxxx and Sub does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional them of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional Xxxxx or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Xxxxx or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Xxxxx or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, on Xxxxx or materially impair or delay, a material adverse effect on the ability of Regional the parties to consummate the Mergertransactions contemplated by this Agreement.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required to be obtained or made by or with respect to Regional Xxxxx or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional Xxxxx or Sub or the consummation by Regional Xxxxx or Sub of the transactions contemplated by this Agreementhereby, except for (i) the filing of a pre-merger notification report under the Articles HSR Act, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Certificate of Merger with the Secretary of State; (ii) State of Delaware in accordance with the DGCL and the filing of appropriate documents with the SEC relevant authorities of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration other states in which Xxxxx or any of effectiveness under the Securities Act, of a the Form S-4its Subsidiaries conduct business or owns assets, (iv) the filing of the Joint Proxy Statement and related proxy materials with the SEC of such reports under Section 13(a) of in accordance with the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, on Xxxxx or materially impair or delay, a material adverse effect on the ability of Regional the parties to consummate the Mergertransactions contemplated by this Agreement.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Zoran Corp \De\), Agreement and Plan of Reorganization (Oak Technology Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Optium has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. Assuming the accuracy of the representations set forth in Section 4.24, to perform its obligations hereunder andthe execution and delivery of this Agreement by Optium and the consummation by it of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Optium, subject only to the adoption and approval of this Agreement, Agreement and the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on shares of Optium Common Stock (the "Optium Stockholder Approval"). The directors of Optium have unanimously approved this Agreement, declared the Merger to be advisable and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved and fair to Optium's stockholders, and resolved to recommend to the Merger and the Regional Stock Issuance; (iv) directed Optium stockholders that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting such stockholders vote in favor of the Regional shareholders for the purpose adoption of approving and approval of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional "Optium Board Recommendation”"). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Optium and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of RegionalOptium, enforceable against Regional Optium in accordance with its terms, subject to the Bankruptcy except as such enforceability may be limited by (i) bankruptcy Law and Equity Exceptionother similar Law affecting creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
(b) The execution and delivery of this Agreement by Regional do Optium does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional it of the transactions contemplated by this Agreement shall will not, (i) contravene, conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional SubsidiaryOptium, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of of, or render void, voidable or without further binding effect, any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Optium or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c)contravene, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Regional Optium or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, or (iv) result in the creation of any lien, pledge, charge, claim, restriction on transfer, mortgage, security interest or other encumbrances of any sort (collectively, "Liens") upon any of the properties or assets of Optium or its Subsidiaries, except in the case of clauses (ii), (iii) and (iii) of this Section 3.4(biv) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties Liens or Liens, and for any consents or waivers not obtained, thatother detriments which, individually or in the aggregate, have not had and would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to preventon Optium, or materially impair or delay, a material adverse effect on the ability of Regional the parties to consummate the Mergertransactions contemplated by this Agreement.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity government, governmental or regulatory entity or body, department, commission, board, agency or instrumentality, or any stock market administrative or stock exchange on which shares of Regional Capital Stock are listed for trading regulatory agency or other governmental or quasi-governmental authority or instrumentality, or any court, tribunal, judicial body, governmental arbitrator or other similar entity or body, in each case whether federal, state, county, provincial or other political subdivision, and whether local, foreign or supranational ("Governmental Entity") is required to be obtained or made by or with respect to Regional Optium or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional Optium or the consummation by Regional Optium of the transactions contemplated by this Agreementhereby, except for (i) the filing of a pre-merger notification report under the Articles Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing by Finisar of the Registration Statement (as defined in Section 3.20) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Act of 1933, as amended (the "Securities Act"), (iii) the filing of the Certificate of Merger with the Secretary of State; (ii) State of Delaware in accordance with the DGCL and the filing of appropriate documents with the SEC relevant authorities of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration other states in which Optium or any of effectiveness under the Securities Act, of a the Form S-4its Subsidiaries conduct business or owns assets, (iv) the filing of the Joint Proxy Statement (as defined in Section 3.20) and related proxy materials with the SEC in accordance with the Securities Exchange Act of such reports under Section 13(a) of 1934, as amended (the "Exchange Act"), and such other compliance filings as are required to be made with the SEC under the Exchange Act and the rules and regulations thereunder, as may be required in connection with the transactions contemplated by this Agreement and the Transactions; Agreement, (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities Laws and the Laws of any foreign country or “blue sky” Laws or under the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings NASDAQ Stock Market which, if not obtained or made, individually would not be reasonably likely to have a Material Adverse Effect on Optium, or in a material adverse effect on the aggregateability of the parties to consummate the transactions contemplated by this Agreement and (vi) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to preventon Optium, or materially impair or delay, a material adverse effect on the ability of Regional the parties to consummate the Mergertransactions contemplated by this Agreement.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Finisar Corp), Merger Agreement (Optium Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional Buyer has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority each of the votes outstanding entitled Ancillary Agreements to vote on the Merger which it is a party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions contemplated hereby and the Regional Stock Issuancethereby. The Regional Board, at a meeting duly called Buyer’s execution and held, has unanimously (i) determined that delivery of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by Buyer of the transactions contemplated hereby, including hereby and thereby have been duly authorized by all necessary action on the Merger and the Regional Stock Issuance, are in the best interests part of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Buyer. This Agreement has been been, and each Ancillary Agreement will be at or prior to the Closing, duly executed and delivered by Regional Buyer and, assuming the due authorization, execution and delivery of the other parties hereto, this Agreement by SunLinkconstitutes, constitutes and each Ancillary Agreement when so executed and delivered will constitute, the valid and binding obligation of RegionalBuyer, enforceable against Regional Buyer in accordance with its their respective terms, subject subject, as to the Bankruptcy enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and Equity Exception(ii) general principles of equity.
(b) The execution and delivery by Buyer of this Agreement by Regional do and each Ancillary Agreement to which it is a party does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Buyer of the transactions contemplated hereby and thereby and the compliance by this Agreement shall Buyer with any provisions hereof or thereof will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing organizational documents of Regional or any Significant Regional SubsidiaryBuyer, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, Contract or obligation to which Regional or any of such Subsidiaries Buyer is a party or by which any of them Buyer or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (iSection 7.2(c) through (iv) of Section 3.4(c)hereof, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Regional or any of its Significant Regional Subsidiaries or any of its or their respective propertiesBuyer, rights or assetsexcept, except in the case of clauses (ii) and (iii) of this Section 3.4(b) ), for any such breaches, conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties losses or Liens, and for failures to obtain any consents consent or waivers not obtained, thatwaiver which would not, individually or in the aggregate, have not had and would not be reasonably be expected likely to (x) have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or (y) materially impair or delay, materially delay the ability of Regional to consummate the MergerClosing.
(c) No consent, approval, finding of suitability, license, permit, waiver, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Buyer or any of its Subsidiaries Affiliates in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Regional Buyer, the compliance by Sellers with any of the provisions hereof or thereof, or the consummation by Regional Buyer of the transactions that are contemplated by this Agreementhereby, except for (i) the any approvals and filing of notices required under the Articles of Merger with the Secretary of State; Gaming Laws, (ii) approval by, or filing a notice with, the filing with the SEC of the Joint Proxy Statement/ProspectusFTC, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrationspermits, declarationsfilings, notices declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco or the renaming or rebranding of the operations at the Real Property, (iv) such other filings, consents, approvals, findings of suitability, licenses, waivers, orders, authorizations, permits, registrations and filings declarations as may be required under applicable state securities the Laws of any jurisdiction in which Buyer conducts any business or “blue sky” Laws owns any assets, the failure of which to make or obtain would not, individually or in the rules and regulations of aggregate, be reasonably likely to (x) have a Buyer Material Adverse Effect or (y) materially impair or materially delay the NYSE Amex; Closing and (viv) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarationspermits, notices and declaration or filings whichrequired by Sellers or the Companies or any of their Subsidiaries, if not obtained Affiliates or made, individually or in key employees (including under the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerGaming Laws).
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (PNK Entertainment, Inc.), Equity Interest Purchase Agreement (Pinnacle Entertainment Inc.)
Authority; No Conflict; Required Filings and Consents. (a) Regional has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State and has full power, authority and legal right to execute and deliver and to perform and observe the provisions of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance to be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance observed and/or performed by Regional’s shareholders (the “Regional Board Recommendation”)Purchaser. This Agreement has been duly authorized, executed and delivered by Regional andPurchaser, assuming the due authorization, execution and delivery of this Agreement by SunLink, constitutes and will constitute the valid and binding obligation obligations of Regional, Purchaser enforceable against Regional Purchaser in accordance with its terms, subject to the Bankruptcy except as such enforceability may be limited by creditors rights, laws and Equity Exceptiongeneral principles of equity.
(bii) The execution and delivery by Purchaser of this Agreement by Regional Agreement, the Lease Amendment and the other agreements contemplated hereby to which Purchaser is a party do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Purchaser of the transactions to which it is a party that are contemplated by this Agreement shall Agreement, the Lease Amendment and the other agreements contemplated hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing organizational documents of Regional or any Significant Regional SubsidiaryPurchaser, (ii) conflict with, or result in any material violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any material bond, mortgage, indenture, lease, or other material Contract or obligation to which Regional or any of such Subsidiaries Purchaser is a party or by which any of them it or any of their properties, rights its properties or assets may be bound, other than consents and approvals obtained by Purchaser prior to the Effective Date, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c)Governmental Approvals, contravene, conflict with or violate result in a violation of any of the terms or requirements of, or give any Governmental Authority or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any material respect, any material permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Legal Requirement applicable to Regional Purchaser or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except except, in the case of clauses (ii) and (iii) of this Section 3.4(b) hereof, for any such contraventions, conflicts, breaches, violations, breaches, terminations or defaults, terminationsor failure to obtain such consents or waivers, or revocations, withdrawals, suspensions, cancellations, accelerations, losses, penalties terminations or Liens, and for any consents or waivers not obtained, thatmodifications that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent or materially delay the Closing or prevent, materially delay or materially impair or delayadversely affect the performance by Purchaser of the transactions contemplated by this Agreement, the ability of Regional Lease Amendment or the other agreements contemplated hereby to consummate the Mergerwhich it is a party.
(ciii) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Authority is required by by, of or with respect to Regional or any of its Subsidiaries Purchaser in connection with the execution and delivery by Purchaser of this Agreement by Regional Agreement, the Lease Amendment or the other agreements contemplated hereby to which Purchaser is a party or the consummation by Regional Purchaser of the transactions contemplated hereby or by this Agreementthe other agreements contemplated hereby to which Purchaser is a party, except for (i) the any approvals or filing of notices required under the Articles of Merger with the Secretary of State; Gaming Laws, (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrationspermits, declarationsfilings, notices and filings as may be required under applicable state securities declarations or “blue sky” Laws registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the rules and regulations renaming or rebranding of the NYSE Amex; and operations at the Property, (viiii) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarationspermits, notices declarations or filings required by Seller or its Subsidiaries, Affiliates or key employees (including, without limitation, under the Gaming Laws), and filings which(iv) such consents, if not obtained approvals, orders, authorizations, permits, filings, declarations or maderegistrations of which the failure to make or obtain would not, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent or materially delay the Closing or prevent, materially delay or materially impair or delayadversely affect the performance by Purchaser of the transactions contemplated by this Agreement, the ability of Regional Lease Amendment or the other agreements contemplated hereby to consummate the Mergerwhich it is a party.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Penn National Gaming Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Buyer and Sub has all requisite corporate power and authority to enter into this Agreement (and, in the case of the Buyer, the Escrow Agreement), to perform its obligations hereunder (and, subject to in the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority case of the votes outstanding entitled to vote on the Merger Buyer, thereunder) and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions contemplated hereby (and, in the case of the Buyer, thereby). The execution and delivery by each of the Buyer and Sub of this Agreement (and, in the case of the Buyer, the Escrow Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder) and the Regional Stock Issuance. The Regional Boardconsummation by each of the Buyer and Sub of the transactions contemplated hereby (and, at a meeting in the case of the Buyer, thereby) have been duly called authorized by the board of directors of the Buyer and heldby the Buyer as the sole member of Sub, has unanimously and no other corporate (ior analogous entity) determined that action on the part of the Buyer and Sub are necessary to authorize this Agreement and or for the Buyer or Sub to consummate the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional the Buyer and Sub and constitutes (and, assuming the due authorizationEscrow Agreement when executed and delivered by the Buyer, execution and delivery of this Agreement by SunLink, constitutes will constitute) the valid and binding obligation of Regionalthe Buyer and Sub (in the case of Sub, solely with respect to this Agreement), enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exceptionany applicable bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.
(b) The Subject to compliance with the requirements set forth in Section 5.3(c), neither the execution and delivery of this Agreement by Regional do notthe Buyer and Sub (and, and (subject to in the receipt case of the Regional Shareholder Approval) Buyer, the execution and delivery by the Buyer of the Escrow Agreement), nor the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder), nor the consummation by Regional each of the Buyer and Sub of the transactions contemplated by this Agreement shall nothereby (and in the case of the Buyer, thereby) will, (i) conflict with, or result in any violation or breach of, of any provision of the articles Amended and Restated Certificate of incorporationIncorporation of the Buyer, bylaws the certificate of formation of Sub, the by-laws of the Buyer or similar governing documents the limited liability company operating agreement of Regional or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any breach or violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both) a default or give rise to a payment obligation, would result) in the creation or imposition of any Lien on any asset, property termination or right of Regional termination, cancellation or right of cancellation, acceleration or right of acceleration, of any Subsidiary obligation or loss of Regional under, any of benefit under the terms, conditions or provisions of any note, bond, mortgage, Contract to which Regional the Buyer or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional Buyer or any of its Significant Regional Subsidiaries or any of its or their respective propertiesproperties or assets may be bound or (iii) conflict with or violate any Permit, rights Order or Law applicable to the Buyer or any of its Subsidiaries or any of its or their properties or assets, except except, in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellationscancellations or accelerations which would not, accelerationseither individually or in the aggregate, losseshave or be reasonably likely to have a Buyer Material Adverse Effect.
(c) No Consent of any Governmental Entity or any third party, penalties including any party to any Contract with the Buyer, is required by or Lienswith respect to the Buyer or Sub in connection with the execution and delivery by the Buyer or Sub of this Agreement (or in the case of the Buyer the Escrow Agreement), the performance by the Buyer or Sub of their obligations hereunder (or in the case of the Buyer the consummation by the Buyer or Sub of the transactions contemplated hereby or thereby), except for (i) such Orders, authorizations, registrations, declarations and for any consents filings as may be required under applicable federal or waivers state securities Laws, (ii) the filing of the ERI Merger Certificate, (iii) the filing of the Articles of Merger and Certificate of Merger and (iv) such other Consents and Orders, which, if not obtainedobtained or made, thatwould not, individually or in the aggregate, have not had and would not or be reasonably be expected likely to have have, a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sycamore Networks Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional has Mollxx xxx all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated hereby. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated herebyhereby have been duly authorized by all necessary corporate action on the part of Mollxx, including xxbject only to the Merger and the Regional Stock Issuance Mollxx Xxxckholder Approval (including any adjournment or postponement thereof, the “Regional Meeting”as defined in Section 7.01(a); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional andMollxx xxx, assuming the due authorization, execution and delivery of this Agreement by SunLinkServiceWare and Sub, constitutes the valid and binding obligation of Regional, enforceable against Regional Mollxx xxxorceable in accordance with its terms, subject except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors rights generally and (ii) the Bankruptcy availability of injunctive relief and Equity Exceptionother equitable remedies.
(b) The execution and delivery of this Agreement by Regional do Mollxx xx not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall hereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional SubsidiaryMollxx, (iixi) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefitobligation) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional or any of such Subsidiaries is Mollxx xx a party or by which any of them it or any of their properties, rights its properties or assets may be bound, or (iii) subject to obtaining Mollxx Xxxckholder Approval and compliance with the requirements specified set forth in clauses (iSection 3.03(c) through (iv) of Section 3.4(c)below, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional or Mollxx xx any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would accelerations which are not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, on Mollxx xx on the ability of Regional to Mollxx xx consummate the Mergertransactions contemplated by this Agreement.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity"), is required by or with respect to Regional or any of its Subsidiaries in Mollxx xx connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.,
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of EMC and Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement (and, subject to in the approval case of this AgreementEMC, the Merger Exchange and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger Escrow Agreement) and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions contemplated by this Agreement or the Exchange and Escrow Agreement. The execution and delivery of this Agreement (and, in the case of EMC, the Exchange and Escrow Agreement) and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and consummation of the transactions contemplated hereby, including hereby and thereby have been duly authorized by all necessary corporate action on the Merger part of EMC and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Sub. This Agreement has been duly executed and delivered by Regional EMC and Sub and constitutes (and, assuming the due authorization, execution Exchange and delivery of this Escrow Agreement when executed and delivered by SunLink, constitutes EMC will constitute) the valid and binding obligation of RegionalEMC and Sub, enforceable against Regional in accordance with its their respective terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional do EMC and Sub does not (and, in the case of EMC, the execution and delivery of the Exchange and Escrow Agreement will not), and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall and the Exchange and Escrow Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Restated Articles of incorporationOrganization, bylaws as amended, of EMC, the Sub Certificate of Incorporation, the Amended and Restated Bylaws of EMC or similar governing documents of Regional or any Significant Regional Subsidiarythe Sub By-laws, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional or any of such Subsidiaries EMC is a party or by which any of them EMC or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional EMC or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerationsaccelerations or conflicts which would not, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have or result in a Regional Material Adverse Effect on EMC (taken separately) or EMC and would not reasonably be expected to prevent, its Subsidiaries (taken as a whole) or materially impair or delay, the ability of Regional EMC to consummate the Mergertransactions contemplated by this Agreement or the Exchange and Escrow Agreement.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity, is required by or with respect to Regional EMC or any of its Subsidiaries Sub in connection with the execution and delivery of this Agreement by Regional or the Exchange and Escrow Agreement or the consummation by Regional of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing of the Articles of Merger with pre-merger notification report under the Secretary of State; HSR Act, (ii) the filing of the Registration Statement with the SEC of in accordance with the Joint Proxy Statement/ProspectusSecurities Act, (iii) the filing of the Certificate of Merger with the SEC, and declaration Delaware Secretary of effectiveness under the Securities Act, of a the Form S-4State, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; laws and (viv) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or would not, in the aggregate, would not reasonably be expected to have or result in a Regional Material Adverse Effect on EMC and would not reasonably be expected to prevent, its Subsidiaries (taken as a whole) or materially impair or delay, the ability of Regional EMC or Sub to consummate the Mergertransactions contemplated by this Agreement or the Exchange and Escrow Agreement.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Emc Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional Silknet has all requisite corporate power and authority to enter into this Agreement, Agreement and the Silknet Stock Option Agreement and to perform its obligations hereunder andconsummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Silknet Stock Option Agreement and the consummation of the transactions contemplated by this Agreement and the Silknet Stock Option Agreement by Silknet have been duly authorized by all necessary corporate action on the part of Silknet, subject only to the approval of this Agreement, the Merger and by Silknet stockholders under the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock IssuanceDGCL. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this This Agreement and the transactions contemplated hereby, including the Merger and the Regional Silknet Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Option Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has have been duly executed and delivered by Regional and, assuming the due authorization, execution Silknet and delivery of this Agreement by SunLink, constitutes constitute the valid and binding obligation obligations of RegionalSilknet, enforceable against Regional in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (the "Bankruptcy and -------------- Equity Exception."). ----------------
(b) The execution and delivery of this Agreement and the Silknet Stock Option Agreement by Regional do Silknet does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall and the Silknet Stock Option Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional SubsidiarySilknet, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Silknet or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Silknet or any of its Significant Regional Subsidiaries Subsidiary or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, thataccelerations which, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Silknet Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity") is ------------------- required by or with respect to Regional Silknet or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional and the Silknet Stock Option Agreement or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; , (ii) the filing with the SEC of the Joint Proxy Statement/ProspectusProspectus (as defined in Section 3.20 below) with the Securities ------------ and Exchange Commission (the "SEC") in accordance with the Securities Exchange --- Act of 1934, as amended (the "Exchange Act"), (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, ------------ orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country and (viiv) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Regional Silknet Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Kana Communications Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Corvas has all requisite corporate power and authority to enter into this Agreement and (subject to obtaining the Required Corvas Stockholder Vote (as defined in Section 3.03(d))) to consummate the transactions contemplated by this Agreement, to perform its obligations hereunder and. The execution and delivery of this Agreement by Corvas and the consummation of the transactions by Corvas contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Corvas, subject only to the approval of this Agreement, the Merger and by Corvas' stockholders under the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Delaware Law. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Corvas and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of RegionalCorvas, enforceable against Regional in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the Bankruptcy rights of creditors generally and Equity Exception(ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
(b) The execution and delivery of this Agreement by Regional do Corvas does not, and (and, subject to obtaining the receipt of the Regional Shareholder Approval) Required Corvas Stockholder Vote, the consummation by Regional of the transactions contemplated by this Agreement shall by Corvas will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional SubsidiaryCorvas, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both) a default (or give rise to right of termination, would result) in the creation cancellation, or imposition acceleration of any Lien on obligation or loss of any asset, property or right of Regional or any Subsidiary of Regional under, benefit) under any of the terms, conditions conditions, or provisions of any Contract note, bond, mortgage, indenture, or lease or any material contract, or other material agreement, instrument, or obligation to which Regional or any of such Subsidiaries Corvas is a party or by which any of them Corvas or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule rule, or regulation applicable to Regional Corvas or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses each of (ii) and (iii) of this Section 3.4(b) for any such conflictsbreach, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties violation or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and conflict which would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron Corvas.
(c) No consent, approval, licenseorder, permit, order or authorization of, or registration, declaration, notice or filing with, any court, administrative agency, or commission or other governmental authority or instrumentality ("Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity"), is required by or with respect to Regional or any of its Subsidiaries Corvas in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of a Registration Statement on Form S-4 with the Articles Securities and Exchange Commission ("SEC") in accordance with the Securities Act of 1933, as amended (the "Securities Act"), (ii) the filing of the Certificate of Merger and the LLC Certificate of Merger with the Secretary of State; (ii) the filing with the SEC State of the Joint Proxy Statement/ProspectusState of Delaware, and (iii) the filing with of the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, Joint Proxy Statement (ivas defined in Section 6.02(a) the filing below) with the SEC in accordance with the Securities Exchange Act of such reports under Section 13(a) of 1934, as amended (the "Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger").
(d) The Regional Shareholder Approval affirmative vote of the holders of a majority of the shares of Corvas Common Stock outstanding on the record date for the Corvas Stockholders' Meeting (the "Required Corvas Stockholder Vote") is the only vote of the holders of any class or series of the Regional Capital Stock Corvas' capital stock necessary for Corvas to effect the approval of Merger and consummate the Regional Stock Issuance or for the consummation by Regional of the Mergertransactions contemplated in this Agreement. 3.04.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional The Company has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, Agreement and the Merger and the Regional Stock Issuance by the affirmative vote of the holders of a majority of the votes outstanding entitled to vote on shares of Company Common Stock (with the Merger Class A Common Stock and Regional Class B Common Stock Issuance voting together as a single class for such purposes) (the “Regional Company Shareholder Approval”), to consummate the Merger and the Regional Stock IssuanceMerger. The Regional Company Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regionalthe Company; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock IssuanceMerger; (iv) directed that this Agreement, Agreement and the Merger and Regional Stock Issuance be submitted to Regionalthe Company’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”)approval; and (v) resolved to recommend approval of this Agreement, Agreement and the Merger and by the Regional Stock Issuance by RegionalCompany’s shareholders (the “Regional Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Shareholder Approval. This Agreement has been duly executed and delivered by Regional the Company and, assuming the due authorization, execution and delivery of this Agreement by SunLinkthe Parent and Merger Sub, constitutes the valid and binding obligation of Regionalthe Company, enforceable against Regional the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
(b) The execution and delivery of this Agreement by Regional the Company do not, and (subject to the receipt of the Regional Company Shareholder Approval) the consummation by Regional the Company of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing documents of Regional or any Significant Regional Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract to which Regional or any of such Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.any
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Company Common Stock are listed for trading is required by or with respect to Regional the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional the Company or the consummation by Regional the Company of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and the expiration or termination of any applicable waiting period with respect thereto; (ii) the filing of the Articles of Merger with the Secretary of State; (iiiii) the filing with the SEC of (A) a proxy statement in preliminary and definitive form (each as amended or supplemented from time to time, the Joint “Proxy Statement/Prospectus, (iii”) with respect to the filing with the SECCompany Meeting, and declaration of effectiveness under the Securities Act, of a the Form S-4, (ivB) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (viv) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE AmexNASDAQ; and (viv) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional the Company to consummate the Merger.
(d) The Regional Assuming the accuracy of the Parent’s and Merger Sub’s representation and warranty set forth in Section 3.4(d), the Company Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Company Common Stock necessary for the approval of this Agreement and the Regional Stock Issuance Merger or for the consummation by Regional the Company of the Merger.. 2.5
Appears in 1 contract
Samples: Merger Agreement (Hni Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby. The execution, including delivery and performance of this Agreement by the Merger Company and the Regional Stock Issuance, are in the best interests consummation by it of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated herebyhereby have been duly authorized by all necessary corporate action on the part of the Company, including subject only to the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend Stockholder approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”specified in Section 3.2(b). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Company and delivery of this Agreement by SunLink, constitutes the a valid and binding obligation of Regionalthe Company, enforceable against Regional the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only action by the holders of capital stock of the Company necessary to adopt this Agreement and approve the Merger (the "Merger Vote"). The Board of Directors of the Company (at a meeting duly called and held) has unanimously (i) approved this Agreement, the Merger and the transactions contemplated hereby (the "Merger Proposal"), (ii) determined that the Merger Proposal is fair to and in the best interests of the Stockholders and declared the advisability of this Agreement, (iii) recommended that the Stockholders vote in favor of the Merger Proposal and (iv) fixed the date of this Agreement as the record date for the determination of the Stockholders entitled to vote on the Merger Proposal.
(c) The execution and delivery of this Agreement by Regional do the Company does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Company of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Company Certificate of incorporation, bylaws Incorporation or similar governing the Company Bylaws or the comparable organizational documents of Regional or any Significant Regional SubsidiarySubsidiary of the Company, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional the Company or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be boundbound except for violations, breaches, defaults, terminations, cancellations, accelerations or losses which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Company or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(cd) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity Entity") or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading other person is required by to be obtained by, or given to or with respect to Regional the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles of Merger with the Secretary of State; Vote, (ii) the filing with the SEC of the Joint Proxy Statement/Prospectuspre- merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the expiration or early termination of the related waiting period, (iii) the filing with of the SECCertificate of Merger with, and declaration the acceptance of effectiveness under such filing by, the Securities Act, Secretary of a State of the Form S-4, State of Delaware and (iv) the filing with the SEC of such reports under third party consents identified in Section 13(a3.2(d) of the Exchange Act, and such other compliance with Company Disclosure Letter (the Exchange Act and consents identified in clause (iv) hereof being referred to collectively as the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger"Company Third Party Consents").
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Merger Agreement (New England Business Service Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Endosonics and Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of other Transaction Documents to which it is or will become a majority of the votes outstanding entitled to vote on the Merger party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that transactions contemplated by this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)such Transaction Documents. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by SunLinkthis Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Endosonics and Sub. This Agreement has been and such Transaction Documents have been or, constitutes to the extent not executed as of the date hereof, will be duly executed and delivered by Endosonics and Sub. This Agreement and each of the Transaction Documents to which Endosonics or Sub is a party constitutes, and each of the Transaction Documents to which Endosonics or Sub will become a party when executed and delivered by Endosonics or Sub will constitute, the valid and binding obligation of RegionalEndosonics or Sub, enforceable against Regional in accordance with its terms, subject terms (except to the Bankruptcy extent that enforcement is affected by laws pertaining to bankruptcy, reorganization, insolvency and Equity Exceptioncreditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies).
(b) The execution and delivery by Endosonics or Sub of this Agreement by Regional do and the Transaction Documents to which it is or will become a party does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall or the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Articles of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional Endosonics or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Endosonics or any of such Subsidiaries Sub is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Endosonics or Sub or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not reasonably be expected to have a Regional Material Adverse Effect on Endosonics and would not reasonably be expected to preventits Subsidiaries, or materially impair or delay, the ability of Regional to consummate the Mergertaken as a whole.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Endosonics or any of its Subsidiaries Sub in connection with the execution and delivery of this Agreement by Regional or the Transaction Documents to which it is or will become a party or the consummation by Regional of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing of the Articles Agreement of Merger with the California Secretary of State; , (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country, and (viiii) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not reasonably could be expected to have a Regional Material Adverse Effect on Endosonics and would not reasonably be expected to preventits Subsidiaries, or materially impair or delay, the ability of Regional to consummate the Mergertaken as a whole.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Endosonics Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Acquiror and Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of other Transaction Documents to which it is or will become a majority of the votes outstanding entitled to vote on the Merger party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that transactions contemplated by this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)such Transaction Documents. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by SunLinkthis Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub. This Agreement has been and such Transaction Documents have been or, constitutes to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, a valid and binding obligation of RegionalAcquiror or Sub, enforceable against Regional Acquiror or Sub, as the case may be, in accordance with its terms, subject except to the Bankruptcy extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and Equity Exception.by general principles of equity, regardless of whether such enforceability is considered
(b) The execution and delivery by Acquiror or Sub of this Agreement by Regional do and the Transaction Documents to which it is or will become a party does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall or the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Articles of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional Acquiror or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Acquiror or any of such Subsidiaries Sub is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Acquiror or Sub or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not reasonably be expected to have a Regional Material Adverse Effect on Acquiror and would not reasonably be expected to preventits Subsidiaries, or materially impair or delay, the ability of Regional to consummate the Mergertaken as a whole.
(c) No Neither the execution and delivery of this Agreement by Acquiror or Sub or the Transaction Documents to which Acquiror or Sub is or will become a party nor the consummation of the transactions contemplated hereby or thereby will require any consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this AgreementEntity, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State and the filing of the Agreement of Merger with the California Secretary of State; , (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country, and (viiii) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not could reasonably be expected to have a Regional Material Adverse Effect on Acquiror and would not reasonably be expected to preventits Subsidiaries, or materially impair or delay, the ability of Regional to consummate the Mergertaken as a whole.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Yahoo Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional The Buyer has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority each of the votes outstanding entitled Ancillary Agreements to vote on the Merger which it is or will be a party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock IssuanceContemplated Transactions. The Regional Boardexecution, at a meeting duly called delivery and held, has unanimously (i) determined that performance by the Buyer of this Agreement and each of the transactions contemplated hereby, including the Merger Ancillary Agreements to which it is or will be a party and the Regional Stock Issuance, are in consummation by the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting Buyer of the Regional shareholders for Contemplated Transactions have been duly authorized by all necessary corporate action on the purpose part of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Buyer. This Agreement has been, and each such Ancillary Agreement has been or at the Closing will be, duly executed and delivered by Regional andthe Buyer. This Agreement is, assuming and each such Ancillary Agreement is or, when duly executed and delivered by Buyer at the due authorizationClosing, execution and delivery of this Agreement by SunLinkwill be, constitutes the legal, valid and binding obligation of Regionalthe Buyer, enforceable against Regional the Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution execution, delivery and delivery performance by the Buyer of this Agreement by Regional do notand each of the Ancillary Agreements to which it is a party, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Buyer of the transactions contemplated by this Agreement shall notContemplated Transactions, do not and will not (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional Subsidiarythe Buyer, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien Lien, other than Permitted Liens, on any asset, property or right of Regional or any Subsidiary of Regional with respect to the Buyer’s assets under, any of the terms, conditions or provisions of any Contract lease, license, contract or other agreement, instrument or obligation to which Regional or any of such Subsidiaries the Buyer is a party or by which any of them the Buyer or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c3.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule license or regulation Law applicable to Regional the Buyer or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries the Buyer in connection with the execution execution, delivery and delivery performance by the Buyer of this Agreement by Regional and each of the Ancillary Agreements to which it is a party or the consummation by Regional the Buyer of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Contemplated Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Asset Purchase Agreement (Avalo Therapeutics, Inc.)
Authority; No Conflict; Required Filings and Consents. (a) Regional Public Company has all requisite corporate necessary power and authority to enter into this Agreementexecute, to deliver and perform its obligations hereunder under this Agreement and the other documents contemplated hereby to be executed or delivered by Public Company and, subject only to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Public Company Stockholder Approval”), to consummate the Merger and the Regional Stock IssuanceTransactions. The Regional Boardexecution, at a meeting duly called delivery and held, has unanimously (i) determined that performance of this Agreement and the transactions other documents contemplated hereby, including the Merger hereby to be executed and delivered by Public Company and the Regional Stock Issuance, are in the best interests consummation by Public Company of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated herebyhereby and thereby have been duly and validly authorized by all necessary corporate and other action on the part of Public Company, including subject only to the Merger and receipt of the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Public Company Stockholder Approval. This Agreement has been been, and all other documents contemplated hereby and thereby to be executed or delivered by Public Company will be, duly and validly executed and delivered by Regional Public Company and, assuming the due authorization, execution and delivery of this Agreement by SunLinkPrivate Company, constitutes the valid Stockholder and binding obligation of Regional, enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exception.any other party thereto,
(b) The Except as set forth on Section 3.4(b) of the Public Company Disclosure Schedule, the execution and delivery of this Agreement and the other documents contemplated hereby to be executed and delivered by Regional Public Company do not, and (subject to assuming that the receipt of the Regional Shareholder ApprovalPublic Company Stockholder Approval is received) the consummation by Regional Public Company of the transactions contemplated by this Agreement shall hereby and thereby will not, (i) conflict with, or result in any violation or breach of, any provision of the articles certificate of incorporationincorporation or bylaws of Public Company or of the charter, bylaws or similar governing documents other organizational document of Regional or any Significant Regional SubsidiarySubsidiary of Public Company, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien (other than a Permitted Lien) on any asset, property or right the assets of Regional Public Company or any Subsidiary of Regional underits Subsidiaries pursuant to, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Regional Public Company or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets (whether owned or leased) may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (ivvi) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Public Company or any of its Significant Regional Subsidiaries or any of its the properties or their respective propertiesassets now owned, rights operated or assetsleased by any of them, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, notices, filings, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents consents, approvals, authorizations or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Public Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Public Company Common Stock are listed for trading is required by or with respect to Regional Public Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional Public Company or the consummation by Regional Public Company of the transactions contemplated by this AgreementTransactions, except for (i) the filing of the Articles of Merger Proxy Statement with the Secretary SEC in accordance with the Securities Exchange Act of State; 1934, as amended (the “Exchange Act”), (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports reports, schedules or materials under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and or the rules and regulations thereunder, Securities Act as may be required in connection with this Agreement and the Transactions; , (viii) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE, (iv) the filing of a Supplemental Listing Application with the NYSE Amex; and with respect to the shares of Public Company Common Stock to be issued pursuant to this Agreement (the “NYSE Supplemental Listing Application”), (v) the filing of an amendment to Public Company’s certificate of incorporation to effect the Public Company Charter Amendment, (vi) compliance with any such other consentsapplicable requirements of the Antitrust Laws, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in (vii) notice having been given to the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.UK
(d) The Regional Shareholder Approval affirmative vote in favor of the Public Company Voting Proposal by the holders of a majority of the shares of Public Company Common Stock present or represented by proxy and voting at a meeting of Public Company’s stockholders at which a quorum is present is the only vote of the holders of any class or series of Public Company’s capital stock or other securities necessary to approve the Regional Capital Stock necessary for Public Company Voting Proposal. Assuming the approval accuracy of the Regional Stock Issuance or for the consummation by Regional representations and warranties of the MergerStockholder in Section 2.4 and of Private Company in Section 4.20, the affirmative vote in favor of the Public Company Charter Amendment by the holders of at least a majority of the shares of Public Company Common Stock outstanding as of the record date of a meeting of Public Company’s stockholders at which a quorum is present in accordance with the DGCL is the only vote of the holders of any class or series Public Company’s capital stock or other securities necessary to approve the Public Company Charter Amendment. There are no bonds, debentures, notes or other indebtedness of Public Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Public Company may vote.
(e) The Public Company Board has, by resolutions duly adopted by the requisite vote of the directors and not subsequently rescinded or modified in any way, unanimously (i) determined that this Agreement and the Transactions, in accordance with the terms of this Agreement, are advisable, fair to, and in the best interests of Public Company and its stockholders, (ii) approved and adopted this Agreement and approved the Transactions, and (iii) directed that the Public Company Voting Proposal and the Public Company Charter Amendment be submitted for consideration by the stockholders of Public Company and resolved to recommend that the stockholders of Public Company approve the Public Company Voting Proposal and the Public Company Charter Amendment (provided, that any change in or modification or rescission of such recommendation by the Public Company Board in accordance with Section 6.1 shall not be a breach of the representation in clause (iii) of this sentence).
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including by this Agreement by the Merger Buyer and the Regional Stock Issuance (including any adjournment or postponement thereof, Transitory Subsidiary have been duly authorized by all necessary corporate action on the “Regional Meeting”); and (v) resolved to recommend approval part of this Agreement, each of the Merger Buyer and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Transitory Subsidiary. This Agreement has been duly executed and delivered by Regional and, assuming each of the due authorization, execution Buyer and delivery of this Agreement by SunLink, the Transitory Subsidiary and constitutes the valid and binding obligation of Regionaleach of the Buyer and the Transitory Subsidiary, enforceable against Regional in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionsimilar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
(b) The execution and delivery of this Agreement by Regional do not, and (subject Subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing documents of Regional or any Significant Regional Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract to which Regional or any of such Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with as required by the Secretary FBCA, neither the execution and delivery by the Buyer or the Transitory Subsidiary of State; (ii) this Agreement, nor the filing with consummation by the SEC Buyer or the Transitory Subsidiary of the Joint Proxy Statement/Prospectustransactions contemplated hereby, will (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Buyer or the Articles of Incorporation or By-Laws of the Transitory Subsidiary, (iiib) require on the part of the Buyer or the Transitory Subsidiary any filing with the SECwith, and declaration of effectiveness under the Securities Actor any permit, authorization, consent or approval of a the Form S-4Governmental Entity, (ivc) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the filing with acceleration of obligations under, create in any party the SEC of such reports under Section 13(a) of right to terminate, modify or cancel, or require any notice, consent or waiver under, any material contract or instrument to which the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws Buyer or the rules and regulations Transitory Subsidiary is a party or by which the Buyer or the Transitory Subsidiary is bound or to which any of the NYSE Amex; and (vi) any such other consentstheir assets is subject, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is result in the only vote imposition of any Security Interest upon any assets of the holders Buyer or the Transitory Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer, the Transitory Subsidiary or any of any class their properties or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Mergerassets.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional has iPrint and Sub have all requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and all other documents to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance which they are or will be parties (the “Regional Shareholder Approval”), "IPRINT TRANSACTION DOCUMENTS") and to consummate the Merger transactions contemplated hereby and the Regional Stock Issuancethereby. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by SunLinkthe board of directors of iPrint and Sub and, constitutes subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligation obligations of RegionaliPrint and/or Sub, enforceable against Regional iPrint and/or Sub, as the case may be, in accordance with its their respective terms, subject to the Bankruptcy except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and Equity Exception(ii) general principles of equity.
(b) The execution and delivery by iPrint and Sub of this Agreement by Regional and the other iPrint Transaction Documents to which they are or will be parties do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall hereby and thereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional iPrint or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both (both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional benefit under, any of the termsnote, conditions mortgage, indenture, lease, contract or provisions of any Contract other agreement, instrument or obligation to which Regional iPrint or any of such Subsidiaries Sub is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional iPrint or any of its Significant Regional Subsidiaries Sub or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron iPrint.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries iPrint in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State; State of the State of California, (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing a report on Form 8-K with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (viii) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws, including the rules and regulations filing of the NYSE Amex; Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (viiv) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron iPrint.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Canaan Equity L P)
Authority; No Conflict; Required Filings and Consents. (a) Regional 5.2.1 Buyer has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger other agreements contemplated hereby and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined transactions that are contemplated by this Agreement and the transactions other agreements contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, The execution and delivery of this Agreement and the other agreements contemplated hereby by SunLinkBuyer and the consummation by Buyer of the transactions that are contemplated by this Agreement and the other agreements contemplated hereby have been duly authorized by all necessary action on the part of Buyer. This Agreement, constitutes the Transition Services Agreement, and the Escrow Agreement have been, and the other agreements contemplated hereby have been or will be at Closing, as applicable, duly executed and delivered by Buyer, and assuming this Agreement and the other agreements contemplated hereby constitute, or will constitute at Closing, as applicable, the valid and binding obligation of Regionalthe other Persons hereto, this Agreement, the Transition Services Agreement, and the Escrow Agreement constitute, and the other agreements contemplated hereby will constitute at Closing, the valid and binding obligations of Buyer, enforceable against Regional Buyer in accordance with its their respective terms, subject subject, as to enforcement, to the Bankruptcy and Equity Exception.
(b) 5.2.2 The execution and delivery of this Agreement by Regional do Buyer does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Buyer of the transactions that are contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing organizational documents of Regional Buyer or any Significant Regional SubsidiaryBuyer Parent, (ii) conflict with, or result in any a violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation a default (or imposition give rise to a right of acceleration of any Lien on material obligation of Buyer or Buyer Parent or loss of any asset, property material benefit to Buyer or right of Regional or any Subsidiary of Regional Buyer Parent) under, any of the terms, conditions or provisions of any material bond, mortgage, indenture, lease, license, or other material Contract or obligation to which Regional Buyer or any of such Subsidiaries Buyer Parent is a party or by which any of them Buyer, Buyer Parent or any of their properties, rights respective properties or assets may be bound, or (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (i) through (iv) of Section 3.4(c)5.2.3 hereof, contravene, conflict with with, or violate result in a violation of any of the terms or requirements of any Law or judgment, or give any Governmental Entity the right to revoke, cancel or terminate any regulatory or governmental permit, concession, franchise, franchise or license, judgmentin each case, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional Buyer, Buyer Parent or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except other than, in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflictsbreaches, violations, breaches, or defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and that would not reasonably be expected to have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) 5.2.3 No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Buyer or any of its Subsidiaries Affiliates in connection with the execution and delivery of this Agreement by Regional Buyer or the consummation by Regional Buyer of the transactions that are contemplated by this Agreementhereby, except for (i) the any approvals or filing of notices required under the Articles of Merger with the Secretary of State; Gaming Laws, and (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrationspermits, declarationsfilings, notices and filings as may be required under applicable state securities declarations or “blue sky” Laws registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the rules and regulations renaming or re-branding of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in operations at the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerProperty.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Asset Purchase Agreement (Trump Entertainment Resorts, Inc.)
Authority; No Conflict; Required Filings and Consents. (a) Regional Buyer has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions agreements contemplated hereby, including the Merger hereby and the Regional Stock Issuance, are in the best interests consummation by Buyer of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including by this Agreement have been duly authorized by all necessary action on the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval part of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Buyer. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Buyer and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of RegionalBuyer, enforceable against Regional Buyer in accordance with its terms, subject subject, as to the Bankruptcy enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and Equity Exception(ii) general principles of equity.
(b) The execution and delivery of this Agreement by Regional do Buyer does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Buyer of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the certificate or articles of incorporation, bylaws or similar governing documents other organizational document of Regional or any Significant Regional SubsidiaryBuyer, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, Contract or obligation to which Regional or any of such Subsidiaries Buyer is a party or by which any of them it or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (iSection 4.2(c) through (iv) of Section 3.4(c)hereof, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Regional or any of its Significant Regional Subsidiaries Buyer or any of its or their respective properties, rights properties or assets, except in the case of clauses clause (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations that would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, materially delay the ability of Regional to consummate the MergerClosing.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries Buyer in connection with the execution and delivery of this Agreement by Regional Buyer or the consummation by Regional Buyer of the transactions contemplated by this Agreementhereby, except for (i) those required under the filing of the Articles of Merger with the Secretary of State; Gaming Laws (including all Gaming Approvals), (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrationspermits, declarationsfilings, notices declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco or the renaming or rebranding of the operations at the Property, (iii) such other filings, consents, approvals, orders, authorizations, permits, registrations and filings declarations as may be required under applicable state securities the Laws of any jurisdiction in which Buyer conducts any business or “blue sky” Laws owns any assets, the failure of which to make or obtain would not, individually or in the rules and regulations of aggregate, be reasonably likely to materially impair or materially delay the NYSE Amex; Closing and (viiv) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarationspermits, notices and declarations or filings which, if not obtained or made, individually or in required by the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delaySellers, the ability of Regional to consummate Purchased Companies or its or their respective Affiliates or key employees (including under the MergerGaming Laws).
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Parent and Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to Agreement and the approval Agreement of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions contemplated hereby and the Regional Stock Issuancethereby. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Agreement of Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including hereby and thereby have been duly authorized by all necessary corporate action on the Merger part of Parent and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Sub. This Agreement has been duly executed and delivered by Regional Parent and Sub and constitutes the valid and binding obligation of Parent and Sub, enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors rights generally and (ii) the availability of injunctive relief and other equitable remedies. The Agreement of Merger, when executed and delivered as contemplated herein, will be duly executed and delivered by Parent and Sub and, assuming the due authorization, execution and delivery of this Agreement by SunLinkthe Company, constitutes will constitute the valid and binding obligation of RegionalParent and Sub, enforceable against Regional in accordance with its terms, subject except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors rights generally and (ii) the Bankruptcy availability of injunctive relief and Equity Exceptionother equitable remedies.
(b) The Neither the execution and delivery of this Agreement by Regional do notor the Agreement of Merger, and (subject to the receipt of the Regional Shareholder Approval) nor the consummation by Regional of the transactions contemplated herein or therein, by this Agreement shall notParent or Sub (in each case, with or without the passage of time or the giving of notice) will (i) violate or conflict with, or result in with any violation or breach of, any provision of the articles provisions of incorporation, bylaws any of the charters or similar governing documents Bylaws of Regional Parent or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any violation or breach of, violate or constitute a default, an event of default with or without notice or the lapse an event creating rights of timeacceleration, or both (or give rise to a right of termination, cancellation or acceleration of any obligation other additional rights, or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional rights under, any mortgage, indenture, deed of the termstrust, conditions lease, contract, agreement, license or provisions of any Contract other instrument to which Regional Parent or any of such Subsidiaries Sub is a party or by which any of them they or any of their properties, rights assets or assets may be property are bound, or (iii) subject any statute, rule, regulation, injunction, decree, order, judgment or ruling of any Governmental Entity to compliance with the requirements specified in clauses (i) through which Parent or Sub is subject, (iv) result in the creation of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional or Liens upon any of its Significant Regional Subsidiaries the assets or any property of its Parent or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerSub.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity, is required by or with respect to Regional Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles Agreement of Merger and the Certificate of Merger with the Secretary of State; State of the State of California and the Secretary of State of the State of Delaware, respectively, and (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders laws of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Mergerforeign country.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fore Systems Inc /De/)
Authority; No Conflict; Required Filings and Consents. (a) Regional Wilton has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance Agreement (the “Regional Shareholder ApprovalWilton Voting Proposal”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by RegionalWilton’s shareholders (the “Regional Board RecommendationWilton Shareholder Approval”)) and the consents and approvals set forth on Exhibit C hereto, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby by Wilton have been duly authorized by all necessary corporate action on the part of Wilton, subject only to the required receipt of Wilton Shareholder Approval. This Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by Regional and, assuming the due authorization, execution Wilton and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of RegionalWilton, enforceable against Regional Wilton in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
(b) The execution and delivery of this Agreement and each of the other Transaction Documents by Regional Wilton do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Wilton of the transactions contemplated by this Agreement hereby and thereby shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents By-laws of Regional or any Significant Regional SubsidiaryWilton, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require constitute a consent or waiver change in control under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any assetmortgage, property deed of trust, security interest, pledge, lien, charge or encumbrance, lease, license, encroachment, conditional sale agreement or other title retention agreement, option, covenant, right of Regional way, easement, restriction or any Subsidiary covenant (“Liens”) on the assets of Regional Wilton under, any of the terms, conditions or provisions of any Contract lease, license, contract or other agreement, instrument or obligation, written or oral, to which Regional or any of such Subsidiaries Wilton is a party or by which any of them or any of their properties, rights properties or assets may be boundbound (a “Contract”), or (iii) subject to compliance with the requirements specified in clauses (i) through and (ivii) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Wilton or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses clause (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would are not reasonably be expected likely to have a Regional Wilton Material Adverse Effect and would not reasonably be expected to prevent, or prevent or materially delay or impair the performance of this Agreement or delay, any of the ability Transaction Documents to which it is a party or the consummation of Regional to consummate the Mergertransactions contemplated hereby or thereby.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any international, national, federal, state, provincial or local governmental, regulatory or administrative authority, agency, commission, board, court, tribunal, arbitral body, self-regulated entity or similar body, whether domestic or foreign and specifically including, without limitation, the Connecticut Department of Banking and the Federal Deposit Insurance Corporation (“FDIC” and collectively with the Connecticut Department of Banking, a “Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity”) is required by or with respect to Regional or any of its Subsidiaries Wilton in connection with the execution and delivery of this Agreement by Regional Wilton or the consummation by Regional Wilton of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Bank Merger Agreement with the Secretary of Statethe State of the State of Connecticut; (ii) the filing with filings required to be made and the SEC approvals or non-objection status required to be obtained from the Connecticut Department of Banking and the Joint Proxy Statement/Prospectus, FDIC and (iii) the filing with the SEC, and declaration expiration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergerwaiting periods.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bankwell Financial Group, Inc.)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Parent and the Purchaser has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Parent and the Regional Stock Issuance. The Regional Board, at a meeting duly called Purchaser and held, has unanimously (i) determined that this Agreement the consummation by the Parent and the Purchaser of the transactions contemplated hereby, including by this Agreement have been duly authorized by all necessary corporate action on the Merger part of each of the Parent and the Regional Stock Issuance, are Purchaser (other than the adoption of this Agreement by the Parent in its capacity as the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting sole stockholder of the Regional shareholders for Purchaser, which shall occur prior to the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”Effective Time). This Agreement has been duly executed and delivered by Regional and, assuming each of the due authorization, execution Parent and delivery of this Agreement by SunLink, the Purchaser and constitutes the valid and binding obligation of Regionaleach of the Parent and the Purchaser, enforceable against Regional in accordance with its terms, except to the extent that such enforceability (A) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, and (B) is subject to the Bankruptcy and Equity Exceptiongeneral principles of equity.
(b) The execution and delivery of this Agreement by Regional each of the Parent and the Purchaser do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Parent and the Purchaser of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents By-laws of Regional the Parent or any Significant Regional Subsidiarythe Purchaser, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Regional the Parent or any of such Subsidiaries the Purchaser is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c5.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Parent or the Purchaser or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b5.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties accelerations or Liens, and for any consents or waivers not obtained, thatlosses which, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional the Parent or the Purchaser to consummate the Mergertransactions contemplated hereunder.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, with any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional the Parent or any of its Subsidiaries the Purchaser in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional the Parent or the Purchaser of the transactions contemplated by this Agreement, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness required filings under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of Act and the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (viii) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable “takeover” or state securities or “blue sky” Laws or laws and the rules and regulations securities laws of the NYSE Amex; any foreign country, and (viiv) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings whichfilings, if the failure of which to make or obtain would not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional the Parent or the Purchaser to consummate the Mergertransactions contemplated hereunder.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Idm Pharma, Inc.)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this AgreementAgreement and the other Transaction Documents to which it is or will become a party, and to perform its obligations hereunder andunder, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Boardother transactions contemplated by, at a meeting duly called and held, has unanimously (i) determined that this Agreement and such other Transaction Documents. The execution and delivery by Parent and/or Merger Sub of, the transactions contemplated herebyperformance of its obligations under, including and the consummation of the Merger and the Regional Stock Issuanceother transactions contemplated by, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and such other Transaction Documents have been or, to the transactions contemplated herebyextent not executed as of the date hereof, including will be duly authorized by all necessary action on the part of Parent and Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Sub. This Agreement has been and such other Transaction Documents have been or, when executed and delivered by Parent and/or Merger Sub, will be duly executed and delivered by Regional andParent and/or Merger Sub. This Agreement and each of the other Transaction Documents to which Parent and/or Merger Sub is a party constitutes, assuming and each of the due authorizationother Transaction Documents to which Parent and/or Merger Sub will become a party when executed and delivered by Parent and/or Merger Sub will constitute, execution and delivery of this Agreement by SunLink, constitutes the a valid and binding obligation of RegionalParent and/or Merger Sub, enforceable by Seller and the Company against Regional Parent and/or Merger Sub in accordance with its their respective terms, subject except to the extent that enforceability may be limited by applicable Bankruptcy and Equity ExceptionExceptions.
(b) The execution and delivery by Parent and Merger Sub of this Agreement by Regional and the other Transaction Documents to which it is or will become a party do not, and (subject to the receipt performance of its obligations under, and the consummation of the Regional Shareholder Approval) Merger and the consummation by Regional of the other transactions contemplated by by, this Agreement shall and such other Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles of incorporation, bylaws or similar governing documents of Regional Parent or any Significant Regional SubsidiaryMerger Sub, (ii) violate any Law applicable to Parent or Merger Sub, (iii) except as set forth on Schedule 6.2(b), conflict with, or result in any violation a breach of or breach ofdefault under, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation termination of or acceleration of any obligation or loss of any material benefit) underaccelerate the performance required by, or require a consent or waiver underconstitute an event that, or result (or, with or without after notice or lapse of time, time or both, would result) conflict with, result in a breach of or default under, give rise to a right of termination of or accelerate the creation or imposition performance required by, the terms of any Lien on any assetOrder involving or binding upon Parent or Merger Sub, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract to which Regional or any of such Subsidiaries Parent is a party or by which any of them or any of their properties, rights or its assets may be are bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate require any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market third party on the part of Parent or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this AgreementMerger Sub, except for other than (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (vx) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities Laws, (y) such filings as may be required under the HSR Act or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (viz) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarationsapprovals and registrations which are listed on Schedule 4.3(d), notices except, in the case of the preceding clauses (ii), (iii) and filings which(iv), if not obtained or madeas would not, individually or in the aggregateaggregate with any other item described in such clauses, would not reasonably be expected to have result in a Regional Material Adverse Effect and would not reasonably be expected to prevent, material adverse effect on Parent’s or materially impair or delay, the Merger Sub’s ability of Regional to consummate the MergerMerger and the other transactions contemplated hereby or thereby.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Buyer and Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority each of the votes outstanding entitled agreements and documents contemplated hereby to vote on the Merger and Regional Stock Issuance which Buyer or Sub is a party (the “Regional Shareholder Approval”), "Buyer Ancillary Agreements") and to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that transactions contemplated by this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Buyer Ancillary Agreements. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, The execution and delivery of this Agreement and the -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Buyer Ancillary Agreements and the consummation of the transactions contemplated by SunLinkthis Agreement and the Buyer Ancillary Agreements have been duly authorized by all necessary corporate action on the part of each of Buyer and Sub (including the approval of the Merger by Buyer as the sole stockholder of Sub) other than with respect to the Merger, the filing of the Certificate of Merger with the Secretary of State of Delaware as required by the DGCL. This Agreement has been and the Buyer Ancillary Agreements have been or will be duly executed and delivered by each of Buyer and Sub and (assuming the due authorization and execution of such agreements by the other parties thereto) constitutes or will constitute the valid and binding obligation obligations of Regionaleach of Buyer and Sub, enforceable against Regional in accordance with its their terms, subject to the Bankruptcy and Equity Exception.
(b) The Subject to approval by a notary public in Belgium as described in paragraph (iii) of the memorandum set forth at Section 4.3(b) of the Buyer Disclosure Schedule), the execution and delivery of this Agreement and each of the Buyer Ancillary Agreements by Regional do each of Buyer and Sub does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall and each of the Buyer Ancillary Agreements will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Memorandum or Articles of incorporation, bylaws Association of Buyer or similar governing documents the Certificate of Regional Incorporation or any Significant Regional SubsidiaryBylaws of Sub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Buyer or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified except as provided in clauses (i) through ), (ii), (iii), (iv) of Section 3.4(c)and (v) in paragraph (c) below, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Buyer or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, thataccelerations which are not, individually or in the aggregate, have not had and would not reasonably be expected likely to have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles pre-merger notification report under the HSR Act, and such notifications as may be required, if any, under similar applicable laws of Merger with the Secretary of State; European countries (ii) the filing of the Certificate of Merger with the SEC Delaware Secretary of the Joint Proxy Statement/ProspectusState, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or laws and the rules and regulations laws of any foreign country, (iv) the approval by NASDAQ of the NYSE Amex; listing of the shares of Buyer Common Stock to be issued in the Merger, and (viv) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.Effect. -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Target has all requisite corporate power and authority to enter into this AgreementAgreement and the other documents required to be executed and delivered by Target hereunder, including the Merger Agreement (collectively, the "Target Transaction Documents"), and to perform its obligations hereunder andconsummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Target Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Target, subject only to the approval of this Agreement, the Merger and by Target's shareholders in accordance with the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock IssuanceGCL. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this This Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has other Target Transaction Documents have been duly executed and delivered by Regional and, assuming the due authorization, execution Target and delivery of this Agreement by SunLink, constitutes constitute the valid and binding obligation obligations of RegionalTarget, enforceable against Regional Target in accordance with its their respective terms, subject except as such enforceability may be limited (i) by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law and except for the Bankruptcy and Equity Exceptionneed for Target to obtain shareholder approval for the Merger.
(b) The execution and delivery by Target of this Agreement by Regional and the other Target Transaction Documents do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall hereby and thereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Articles of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional SubsidiaryTarget, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both (both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional benefit under, any of the termsnote, conditions bond, mortgage, indenture, lease, contract or provisions of any Contract other agreement or obligation to which Regional or any of such Subsidiaries Target is a party or by which any of them Target or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Target or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.properties or
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vantive Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement, Agreement and to perform its obligations hereunder consummate the transactions contemplated hereby. The execution and delivery by Parent of this Agreement and, assuming that the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c) are duly obtained and made, the consummation of the transactions contemplated by this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub (including the adoption of this Agreement by Parent as the sole stockholder of Merger Sub), subject only to the approval of this Agreement, the issuance of Parent Common Stock in the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i"Parent Voting Proposal") determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Parent stockholders. This Agreement has been duly executed and delivered by Regional each of Parent and Merger Sub and, assuming the due authorization, execution execution, and delivery of this Agreement by SunLinkCompany, constitutes the valid and binding obligation of Regionaleach of Parent and Merger Sub, enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional each of Parent and Merger Sub do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Parent and Merger Sub of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice Parent or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract to which Regional or any of such Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization Certificate of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (I2 Technologies Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional The Buyer has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and the Related Agreements and, subject only to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Buyer Stockholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that transactions contemplated by this Agreement and the transactions contemplated hereby, including the Merger Related Agreements. The execution and the Regional Stock Issuance, are in the best interests delivery of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby, including the Merger by this Agreement and the Regional Stock Issuance (including any adjournment or postponement thereofRelated Agreements by the Buyer have been duly authorized by all necessary corporate action on the part of the Buyer, subject only to the “Regional Meeting”); and (v) resolved to recommend approval required receipt of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Buyer Stockholder Approval. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Buyer and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of Regionalthe Buyer, enforceable against Regional the Buyer in accordance with its terms, subject to the Bankruptcy Exception. Each of the Related Agreements to be entered into by the Buyer, upon execution thereof by the Buyer, will constitute the valid and Equity binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, subject to the Bankruptcy Exception.
(b) The execution and delivery of this Agreement and the Related Agreements by Regional the Buyer do not and will not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Buyer of the transactions contemplated by this Agreement and the Related Agreements shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents By-laws of Regional or any Significant Regional Subsidiarythe Buyer, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien Security Interest on any asset, property or right of Regional or any Subsidiary of Regional the Buyer’s assets under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Regional or any of such Subsidiaries the Buyer is a party or by which any of them the Buyer or any of their properties, rights its properties or assets may be bound, or (iii) subject to obtaining the Buyer Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivvi) of Section 3.4(c4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Buyer or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties accelerations or Liens, and for any consents or waivers not obtained, losses that, individually or in the aggregate, have not had and would are not reasonably be expected likely to have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries the Buyer in connection with the execution and delivery of this Agreement or any Related Agreement by Regional the Buyer or the consummation by Regional the Buyer of the transactions contemplated by this Agreement or any Related Agreement, except for (i) the filing of pre-merger notification requirements under the Articles of Merger with the Secretary of State; HSR Act, (ii) the filing of the Registration Statement with the SEC of in accordance with the Joint Proxy Statement/ProspectusSecurities Act, (iii) the filing of the Proxy Statement/Prospectus with the SEC, and declaration of effectiveness under SEC in accordance with the Securities Exchange Act, of a the Form S-4, (iv) the filing with the SEC of such reports reports, schedules or materials under Section 13(a) 13 of the Exchange Act, and such other compliance with or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the rules and regulations thereunder, Securities Act as may be required in connection with this Agreement and the Transactions; transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or the rules laws and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, would not be reasonably likely, individually or in the aggregate, would not reasonably be expected to have a Regional Buyer Material Adverse Effect Effect, and would not reasonably be expected (vi) the filing with the NASDAQ Global Market of (A) a Notification Form for Listing of Additional Shares and (B) a Notification Form for Change in the Number of Shares Outstanding, with respect to prevent, or materially impair or delay, the ability shares of Regional Buyer Common Stock issuable pursuant to consummate the Mergerterms of this Agreement.
(d) The Regional Shareholder Approval affirmative vote of the holders of a majority of the shares of Buyer Common Stock present or represented by proxy and voting at the Buyer Meeting (the “Buyer Stockholder Approval”) is the only vote of the holders of any class or series of the Regional Capital Stock Buyer’s capital stock or other securities necessary for the approval of the Regional Stock Issuance or issuance of the Buyer Shares and for the consummation by Regional the Buyer of the Mergerother transactions contemplated 23 by this Agreement. There are no bonds, debentures, notes or other indebtedness of the Buyer having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Buyer may vote.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Purchaser has all requisite corporate limited liability company power and authority to enter into this Agreement, Agreement and to consummate the transactions that are contemplated by this Agreement and to perform its obligations hereunder and, subject to the approval hereunder. The execution and delivery of this Agreement, the Merger Agreement by Purchaser and the Regional Stock Issuance by the affirmative vote of a majority consummation of the votes outstanding entitled to vote transactions that are contemplated by this Agreement have been duly authorized by all necessary limited liability company action on the Merger part of Purchaser. No limited liability company act or proceeding on the part of Purchaser or its members is necessary to authorize, execute and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that deliver this Agreement and consummate the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted by this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional Purchaser and, assuming the due authorization, execution and delivery of this Agreement by SunLinkconstitutes the valid and binding obligation of Seller, constitutes the valid and binding obligation of RegionalPurchaser, enforceable against Regional each of them, in accordance with its terms, subject except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to the Bankruptcy creditors' rights generally and Equity Exception(ii) general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity).
(b) The execution and delivery of this Agreement by Regional do Purchaser does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Purchaser of the transactions to which it is a party that are contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Articles of incorporation, bylaws Organization or similar governing documents operating agreement of Regional or any Significant Regional Subsidiary, Purchaser (ii) conflict with, or result in any violation or a breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right an event which with the giving of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would resultbecome a default) under, require any notice, consent, approval or waiver under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation or imposition continuance of any Lien Encumbrance on any asset, property or right of Regional or any Subsidiary of Regional under, any of the termsassets or properties of Purchaser pursuant to, conditions any Contract, permit or provisions of any Contract obligation to which Regional or any of such Subsidiaries Purchaser is a party or by which any of them it or any of their properties, rights its assets or assets may be properties is bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule Law or regulation Governmental Order applicable to Regional Purchaser or any of its Significant Regional Subsidiaries respective assets or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Purchase Agreement (MGM Mirage)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Parent and Transitory Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancethereunder. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery by Parent and Transitory Subsidiary of this Agreement and the transactions contemplated hereby, including the Merger consummation by Parent and the Regional Stock Issuance, are in the best interests Transitory Subsidiary of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated herebyhereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Transitory Subsidiary, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)respectively. This Agreement has been duly and validly executed and delivered by Regional and, assuming the due authorization, execution Parent and delivery of this Agreement by SunLink, Transitory Subsidiary and constitutes the a valid and binding obligation of RegionalParent and Transitory Subsidiary, enforceable against Regional them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The Subject to the filing of the Certificate of Merger as required by the DGCL, neither the execution and delivery by Parent or Transitory Subsidiary of this Agreement Agreement, nor the performance by Regional do notParent or Transitory Subsidiary of their respective obligations hereunder or thereunder, and (subject to the receipt of the Regional Shareholder Approval) nor the consummation by Regional Parent or Transitory Subsidiary of the transactions contemplated by this Agreement shall nothereby or thereby, will (i) conflict with, with or result in any violation or breach of, violate any provision of the articles charter or By-laws of incorporation, bylaws Parent or similar governing documents of Regional or any Significant Regional Transitory Subsidiary, (ii) require on the part of Parent or Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, or result in any violation or breach of, or constitute a default (with or without due notice or the lapse of timetime or both) a default under, or both (or give rise to a right of termination, cancellation or result in the acceleration of obligations under, create in any obligation party any right to accelerate, terminate, modify or loss of any material benefit) undercancel, or require a any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or result (ormortgage for borrowed money, with instrument of Indebtedness, Lien or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract other agreement to which Regional Parent or any of such Subsidiaries Transitory Subsidiary is a party or by which any of them are bound or to which any of their propertiesassets are subject, rights except as would not have, individually or assets may be boundin the aggregate a Parent Material Adverse Effect, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permitorder, concession, franchise, license, judgmentwrit, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional Parent or Transitory Subsidiary or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Parent or any of its Subsidiaries Transitory Subsidiary in connection with the execution and delivery of this Agreement by Regional Parent or Transitory Subsidiary or the consummation by Regional Parent or Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; (ii) the filing State and appropriate corresponding documents with the SEC appropriate authorities of other states in which the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of Company is qualified as a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected foreign corporation to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergertransact business.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Eliem Therapeutics, Inc.)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and, subject and to consummate the approval transactions contemplated by this Agreement. The execution and delivery of this Agreement, the Merger performance by the Buyer and the Regional Stock Issuance by the affirmative vote Transitory Subsidiary of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that their respective obligations under this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including by this Agreement by the Merger Buyer and the Regional Stock Issuance (including any adjournment or postponement thereofTransitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Transitory Subsidiary, other than the “Regional Meeting”); adoption of this Agreement by the Buyer as the sole stockholder of the Transitory Subsidiary, which shall occur immediately after the execution and (v) resolved to recommend approval delivery of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming each of the due authorization, execution Buyer and delivery of this Agreement by SunLink, the Transitory Subsidiary and constitutes the valid and binding obligation of Regionaleach of the Buyer and the Transitory Subsidiary, enforceable against Regional each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional each of the Buyer and the Transitory Subsidiary do not, and (subject to the receipt performance of their obligations by each of the Regional Shareholder Approval) Buyer and the Transitory Subsidiary and the consummation by Regional the Buyer and the Transitory Subsidiary of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents By-laws of Regional the Buyer or any Significant Regional the Transitory Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property the Buyer’s or right of Regional or any Subsidiary of Regional the Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any Contract lease, license, contract or other agreement, instrument or obligation to which Regional the Buyer or any of such Subsidiaries the Transitory Subsidiary is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through and (ivii) of Section 3.4(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Buyer or any of its Significant Regional Subsidiaries the Transitory Subsidiary or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would are not reasonably be expected likely to have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock the Buyer’s common stock are listed for trading is required by or with respect to Regional the Buyer or any of its Subsidiaries the Transitory Subsidiary in connection with the execution and delivery of this Agreement by Regional the Buyer or the Transitory Subsidiary or the consummation by Regional the Buyer or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing of pre-merger notification requirements under the Articles of Merger with the Secretary of State; HSR Act or any other Antitrust Laws, and (ii) the filing of the Certificate of Merger with the SEC Delaware Secretary of the Joint Proxy Statement/Prospectus, (iii) the filing State and appropriate corresponding documents with the SEC, and declaration appropriate authorities of effectiveness under other states in which the Securities Act, of Company is qualified as a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected foreign corporation to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergertransact business.
(d) The Regional Shareholder Approval is the only No vote of the holders of any class or series of the Regional Capital Stock Buyer’s capital stock or other securities is necessary for the approval of the Regional Stock Issuance or for the consummation by Regional the Buyer of the Mergertransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Matrixone Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each Group Company has all requisite corporate power and authority to enter into this AgreementAgreement and the other Transaction Documents to which it is or will become a party, and to perform its obligations hereunder andunder, subject to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Boardtransactions contemplated by, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated herebysuch other Transaction Documents. The execution and delivery by each Group Company of, including the Merger and the Regional Stock Issuanceperformance by it of its obligations under, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and such other Transaction Documents have been (or, to the transactions contemplated herebyextent not executed as of the date hereof, including will be) duly authorized by all necessary action on the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval part of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)that Group Company. This Agreement has been and such other Transaction Documents have been (or, when executed and delivered, will be) duly executed and delivered by Regional andeach Group Company party thereto. This Agreement and each of the other Transaction Documents to which a Group Company is a party constitutes, assuming and each of the due authorizationother Transaction Documents to which a Group Company will become a party, execution when executed and delivery of this Agreement delivered by SunLinkthat Group Company, constitutes the will constitute, its valid and binding obligation of Regional, enforceable by Purchaser and Purchaser Sub against Regional it in accordance with its their respective terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity (the “Bankruptcy and Equity ExceptionExceptions”).
(b) The execution and delivery by each Group Company of this Agreement by Regional and the other Transaction Documents to which it is or will become a party do not, and (subject to the receipt performance of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by its obligations under, this Agreement shall and the other Transaction Documents to which it is or will become a party, will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles its certificate of incorporation, bylaws or similar governing documents of Regional or any Significant Regional Subsidiaryother applicable organizational documents, (ii) violate in any material respect any Law applicable to it, (iii) as of the date hereof, except as set forth on Schedule 4.2(b) of the Companies’ Disclosure Letter, conflict with, or result in any violation a breach of or breach ofdefault under, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation termination of or acceleration of any obligation or loss of any material benefit) underaccelerate the performance required by, or require a consent or waiver underconstitute an event that, or result (or, with or without after notice or lapse of time, time or both, would result) conflict with, result in a breach of or default under, give rise to a right of termination of or accelerate the creation or imposition performance required by, the terms of any Lien on any assetmaterial Order involving or binding upon it, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Material Contract to which Regional or any of such Subsidiaries Group Company is a party or by which any of them or any of their properties, rights or its assets may be are bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate require any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No material consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional part of the transactions contemplated by this AgreementGroup Companies, except for other than (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (vx) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” the Antitrust Laws or the rules and regulations of the NYSE Amex; and (viy) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarationsapprovals and registrations as are listed on Schedule 4.2(b) of the Companies’ Disclosure Letter, notices and filings which, if not obtained or made, individually or (v) result in the aggregatecreation or imposition of any Lien (other than a Permitted Lien), would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to preventwith or without notice or lapse of time or both, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote on any material assets of the holders Group Companies, excluding in the case of any class or series of the Regional Capital Stock necessary clause (iii), for Material Contracts which individually generated gross revenue for the approval Traditional Business of the Regional Stock Issuance or for the consummation by Regional of the Mergerless than $10,000,000 in fiscal 2016.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Purchaser has all requisite corporate power and authority to enter into this Agreement, Agreement and to consummate the transactions that are contemplated by this Agreement and to perform its obligations hereunder and, subject to the approval hereunder. The execution and delivery of this Agreement, the Merger Agreement by Purchaser and the Regional Stock Issuance by the affirmative vote of a majority consummation of the votes outstanding entitled to vote transactions that are contemplated by this Agreement have been duly authorized by all necessary corporate action on the Merger part of Purchaser. No corporate act or proceeding on the part of Purchaser or its stockholders is necessary to authorize, execute and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that deliver this Agreement and consummate the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted by this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional Purchaser and, assuming the due authorization, execution and delivery of this Agreement by SunLinkconstitutes the valid and binding obligation of Seller and PRMA, constitutes the valid and binding obligation of RegionalPurchaser , enforceable against Regional it, in accordance with its terms, subject except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to the Bankruptcy creditors’ rights generally and Equity Exception(ii) general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity).
(b) The Except as set forth in Section 5.3(b) of the Purchaser Disclosure Schedule, the execution and delivery of this Agreement by Regional do Purchaser does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Purchaser of the transactions to which it is a party that are contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Articles of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional Subsidiary, Purchaser (ii) conflict with, or result in any violation or a breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right an event which with the giving of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would resultbecome a default) under, require any notice, consent, approval or waiver under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation or imposition continuance of any Lien Encumbrance on any asset, property or right of Regional or any Subsidiary of Regional under, any of the termsassets or properties of Purchaser pursuant to, conditions any Contract, permit or provisions of any Contract obligation to which Regional or any of such Subsidiaries Purchaser is a party or by which any of them it or any of their properties, rights its assets or assets may be properties is bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule Law or regulation Governmental Order applicable to Regional Purchaser or any of its Significant Regional Subsidiaries respective assets or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and where it would not reasonably be expected to have result in a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, material adverse effect on the ability of Regional Purchaser to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreement, except for .
(c) Except for: (i) the filing of notification reports under the Articles of Merger with the Secretary of State; HSR Act, (ii) the filing any Governmental Approvals related to, or arising out of, compliance with the SEC of the Joint Proxy Statement/ProspectusGaming Laws, (iii) the filing any Governmental Approvals related to, or arising out of, compliance with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4Liquor Licenses, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings any Governmental Approvals as may be required under applicable federal or state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.Laws,
Appears in 1 contract
Samples: Purchase Agreement (MGM Mirage)
Authority; No Conflict; Required Filings and Consents. (a) Regional Parent has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, to perform its obligations hereunder and. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent have been duly authorized by all necessary corporate action on the part of Parent, subject only to the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including Merger by Parent's stockholders under the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)DGCL. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Parent and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of RegionalParent, enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exception. On or prior to the date hereof, the Board of Directors of Parent has unanimously adopted resolutions that have (i) approved and declared advisable this Agreement and the Merger, (ii) directed that this Agreement and the Merger be submitted to Parent's stockholders for adoption at a meeting of such stockholders and (iii) recommended that the stockholders of Parent adopt this Agreement and the Merger (with respect to subclause (iii), the "Parent Recommendation"), and such resolutions, as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way. The Parent stockholder vote required for the adoption of this Agreement and the Merger shall be a majority of the shares of Parent Common Stock outstanding on the record date for the Parent Stockholders' Meeting (the "Parent Stockholder Approval").
(b) The execution and delivery of this Agreement by Regional do Parent does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the articles certificate of incorporation, bylaws incorporation or similar governing documents by-laws of Regional or any Significant Regional SubsidiaryParent, (ii) conflict withexcept as set forth in the Parent Disclosure Letter, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation, give rise to any obligation to make an offer to purchase any debt instrument or give rise to any loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Parent or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule Law or regulation ordinance applicable to Regional Parent or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, thataccelerations which are not, individually or in the aggregate, have not had and would not reasonably be expected likely to have a Regional Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles of Merger with pre-merger notification report under the Secretary of State; HSR Act, (ii) the filing of the Registration Statement with the SEC of in accordance with the Joint Proxy Statement/ProspectusSecurities Act, (iii) the filing of the Certificate of Merger with the SEC, and declaration Delaware Secretary of effectiveness under the Securities Act, of a the Form S-4State, (iv) the filing of the Joint Proxy Statement with the SEC of such reports under Section 13(a) of in accordance with the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or and the rules Laws of any foreign country and regulations of the NYSE Amex; European Union, and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Regional Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional The Seller has all requisite corporate entity power and authority to enter into this AgreementAgreement and each Ancillary Agreement to which it is (or, to perform its obligations hereunder and, subject to in the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority case of the votes outstanding entitled to vote on the Merger Ancillary Agreements, will be at Closing) a party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger Acquisition and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that other transactions contemplated by this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this any such Ancillary Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, The execution and delivery of this Agreement and each Ancillary Agreement to which it is (or, in the case of the Ancillary Agreements, will be at Closing) a party and the consummation of the transactions contemplated by SunLinkthis Agreement and each such Ancillary Agreement by the Seller has been duly authorized by all necessary corporate action on the part of the Seller. This Agreement and each Ancillary Agreement to which it is (or, in the case of the Ancillary Agreements, will be at Closing) a party has been (or, in the case of the Ancillary Agreements, will be at Closing) duly executed and delivered by the Seller and constitutes (or, in the case of the Ancillary Agreements, will constitute at Closing) the valid and binding obligation of Regionalthe Seller, enforceable against Regional the Seller, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement and each Ancillary Agreement to which it is (or, in the case of the Ancillary Agreements, will be at Closing) a party by Regional the Seller do notnot (or, in the case of the Ancillary Agreements, will not at Closing), and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Seller of the Acquisition and the other transactions contemplated by this Agreement shall and any such Ancillary Agreement will not, (i) conflict withcontravene, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing documents of Regional or any Significant Regional Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both under (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of timetime or both), or bothrequire any notice to, would result) or waiver, consent or approval of, any Person, or give rise to any right of termination, cancellation or acceleration, or loss of any benefit, or result in the creation or imposition of any Lien on any asset, property Liens in or right of Regional or any Subsidiary of Regional under, upon any of the termsproperties, conditions assets or provisions rights of the Seller, or give rise to any increased, additional, accelerated, or guaranteed rights or entitlements under, (i) any provision of the certificate of incorporation or by-laws of the Seller, (ii) any Contract to which Regional or any of such Subsidiaries the Seller is a party or by which any of them they or any of their properties, rights respective properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule Law or regulation Order applicable to Regional the Seller or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of the immediately preceding clauses (ii) and (iii) of this Section 3.4(b) ), for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Seller Material Adverse Effect Effect.
(c) Except for (i) such filings and notifications as may be required or deemed desirable to submit to CFIUS or under Turkish Competition Law or (ii) any other filings or notifications, the failure of which to obtain or make, as the case may be, would not reasonably be expected to preventhave, or materially impair or delaya Seller Material Adverse Effect, the ability of Regional to consummate the Merger.
(c) No no consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries the Seller in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which it is a party by Regional the Seller or the consummation by Regional the Seller of the Acquisition or the other transactions contemplated by this Agreement or any such Ancillary Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, ordersorders or authorizations of, authorizations, or registrations, declarations, notices and filings whichor filings, if not obtained or madethe failure of which to obtain would not, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, delay or materially impair or delay, prevent the ability of Regional to consummate the MergerClosing.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Stock Purchase Agreement (Airspan Networks Holdings Inc.)
Authority; No Conflict; Required Filings and Consents. (a) Regional Aurora has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and, subject only to the approval of this Agreement, the Merger and by Aurora's stockholders under the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”)DGCL, to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated herebyby this Agreement have been duly authorized by all necessary corporate action on the part of Aurora, including subject only to the approval of the Merger and by Aurora's stockholders under the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)DGCL. This Agreement has been duly executed and delivered by Regional andAurora and constitutes the valid and binding obligation of Aurora, assuming enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy laws and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
(b) Subject to the due authorizationapproval of the Merger by Aurora's stockholders under the DGCL, the execution and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of Regional, enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional do Aurora does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional SubsidiaryAurora, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional or any of such Subsidiaries Aurora is a party or by which any of them Aurora or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, licenseor license or, to the best knowledge of Aurora, any judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Aurora or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not be reasonably be expected likely to have a Regional Material Adverse Effect and on Aurora or which would not reasonably be expected to prevent, or materially impair or delay, adversely affect the ability of Regional Aurora to consummate the Mergertransactions contemplated by this Agreement.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity") is required by or with respect to Regional or any of its Subsidiaries Aurora in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; State in accordance with DGCL, (ii) the filing with the SEC obtaining of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable Federal and state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; laws, and (viiii) any the obtaining of such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices declarations and filings which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron Aurora.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Comdial Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional The Company has all requisite corporate power and authority to enter into this Agreement, Agreement and the other documents required to perform its obligations be executed and delivered by the Company hereunder and, subject to the approval of this Agreement(collectively, the Merger "The Company Transaction Documents") and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions contemplated hereby and the Regional Stock Issuancethereby. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby, including hereby and thereby have been duly authorized by all necessary corporate action on the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting part of the Regional shareholders for the purpose of approving this Company. This Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved Company Transaction Documents to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has which they are parties have been duly executed and delivered by Regional and, assuming the due authorization, execution Company and delivery of this Agreement by SunLink, constitutes constitute the valid and binding obligation obligations of Regionalthe Company, enforceable against Regional in accordance with its their terms, subject to the Bankruptcy except as such enforceability may be limited by (i) bankruptcy laws and Equity Exceptionother similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
(b) The execution and delivery by the Company of this Agreement by Regional and the other the Company Transaction Documents do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall hereby or thereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional Subsidiarythe Company , (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both (both) a default, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional benefit under, any of the termsnote, conditions bond, mortgage, indenture, lease, contract or provisions of any Contract other agreement, instrument or obligation to which Regional or any of such Subsidiaries the Company is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional or any of its Significant Regional Subsidiaries the Company or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not be reasonably be expected likely to have a Regional Material Adverse Effect on the Company, taken as a whole, and that would not reasonably be expected to prevent, or materially impair or delay, interfere with the ability consummation by the Company of Regional to consummate its obligations under this Agreement and the Mergerother the Company Transaction Documents.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional the Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Regional or the other the Company Transaction Documents or the consummation by Regional of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules laws of any foreign country, and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, on the ability of Regional to consummate the MergerCompany.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional has InsWeb and Sub have all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled other Transaction Documents to vote on the Merger which they are or will be parties and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger transactions contemplated hereby and the Regional Stock Issuancethereby. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution and delivery of this Agreement and the other Transaction Documents to which InsWeb or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by SunLinkall necessary corporate action on the part of InsWeb and Sub, constitutes respectively, subject only to the approval of the Merger by InsWeb's stockholders. This Agreement and the other Transaction Documents to which InsWeb and/or Sub are parties have been or will be duly executed and delivered by InsWeb and/or Sub and constitute or will constitute the valid and binding obligation obligations of RegionalInsWeb and/or Sub, enforceable against Regional in accordance with its their terms, subject to the Bankruptcy except as such enforceability may be limited by (i) bankruptcy laws and Equity Exceptionother similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
(b) The execution and delivery by InsWeb and Sub of this Agreement by Regional do and the other Transaction Documents to which they are or will be parties does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall hereby and thereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional InsWeb or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both (both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional benefit under, any of the termsnote, conditions mortgage, indenture, lease, contract or provisions of any Contract other agreement, instrument or obligation to which Regional InsWeb or any of such Subsidiaries Sub is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional InsWeb or any of its Significant Regional Subsidiaries Sub or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) above for any such conflicts, violations, breaches, defaults, terminations, cancellationscancellations or accelerations which would not be reasonably likely, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, either individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron InsWeb.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional InsWeb or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles of Merger Agreement and the Officers' Certificates with the California Secretary of State in accordance with the GCL, (ii) the filing of a certificate of merger with the Delaware Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country and (viiv) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Regional Material Adverse Effect on InsWeb and would not reasonably be expected to prevent, prevent or materially impair alter or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote delay any of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation transactions contemplated by Regional of the Mergerthis Agreement.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, by this Agreement by the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Transitory Subsidiary (including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Plan of Merger and by the Regional Stock Issuance by Regional’s shareholders (Buyer in its capacity as the “Regional Board Recommendation”sole shareholder of the Transitory Subsidiary). This Agreement has been duly executed and delivered by Regional and, assuming each of the due authorization, execution Buyer and delivery of this Agreement by SunLink, the Transitory Subsidiary and constitutes the valid and binding obligation of Regionaleach of the Buyer and the Transitory Subsidiary, enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional do each of the Buyer and the Transitory Subsidiary does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Buyer and the Transitory Subsidiary of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Articles of incorporation, bylaws Organization or similar governing documents By-laws of Regional the Buyer or any Significant Regional the Articles of Incorporation or Bylaws of the Transitory Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property the Buyer's or right of Regional or any Subsidiary of Regional the Transitory Subsidiary's assets under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Regional the Buyer or any of such Subsidiaries the Transitory Subsidiary is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses clause (i) through ), (ii), (iii), (iv), (v) and (vi) of Section 3.4(c4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Buyer or any of its Significant Regional Subsidiaries the Transitory Subsidiary or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties accelerations or Liens, and for any consents or waivers not obtained, thatlosses which, individually or in the aggregate, have not had and would are not reasonably likely to be expected material to have the Buyer and its Subsidiaries taken as a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergerwhole.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional the Buyer or any of its Subsidiaries the Transitory Subsidiary in connection with the execution and delivery of this Agreement by Regional the Buyer or the Transitory Subsidiary or the consummation by Regional the Buyer or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act, (ii) the filing of the Articles of Merger with the Secretary of State; (ii) the filing SCC and appropriate corresponding documents with the SEC Secretaries of State of other states in which the Joint Proxy Statement/ProspectusCompany is qualified as a foreign corporation to transact business, (iii) the filing of the Registration Statement and Proxy Statement/Prospectus with the SEC, and declaration of effectiveness under SEC in accordance with the Securities Act and the Exchange Act, of a the Form S-4, (iv) the filing with the SEC filings of such reports reports, schedules or materials under Section 13(a) 13 or Rule 14a-12 of the Exchange Act, and such other compliance with the Exchange Act and materials under Rule 165 and Rule 425 of the rules and regulations thereunder, Securities Act as may be required in connection with this Agreement and the Transactions; transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and laws, (vi) any consents, authorizations, approvals, filings or exemptions required by the rules of AMEX with respect to the shares of Buyer Common Stock issuable in connection with the Merger and (vii) such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, would not be reasonably likely, individually or in the aggregate, would not reasonably to be expected material to have the Buyer and its Subsidiaries taken as a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergerwhole.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Keane Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Holding, New Holding, ASCI and Merger Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated hereby. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the consummation of the transactions contemplated herebyhereby by each of Holding, New Holding, ASCI and Merger Sub have been duly authorized by all necessary corporate action on the part of each of Holding, New Holding, ASCI and Merger Sub (including the Merger and the Regional Stock Issuance, are in the best interests approval of Regional; (ii) adopted this Agreement; (iii) approved the Merger by New Holding as the sole stockholder of Merger Sub). No vote of Holding's stockholders or of New Holding's stockholders is required to approve this Agreement or the transactions contemplated hereby except for the approval and the Regional Stock Issuance; (iv) directed that this Agreementauthorization of Holding's stockholders, the Merger which approval and Regional Stock Issuance authorization will be submitted to Regional’s shareholders for approval sought at a meeting to be called for such purpose, and the approval and authorization of New Holding's stockholder of the Regional shareholders for the purpose of approving this Agreement Reincorporation, which approval and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)authorization has been obtained. This Agreement has been duly executed and delivered by Regional andeach of Holding, assuming the due authorizationNew Holding, execution Merger Sub and delivery of this Agreement by SunLink, ASCI and constitutes the valid and binding obligation of Regionaleach of Holding, New Holding, ASCI and Merger Sub, enforceable against Regional each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional do each of Holding, New Holding, ASCI and Merger Sub does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Charter Documents of incorporationHolding, bylaws New Holding, ASCI or similar governing documents of Regional or any Significant Regional SubsidiaryMerger Sub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, loan, credit agreement, contract or other agreement, instrument or obligation to which Regional Holding or any of such its Subsidiaries or New Holding or Merger Sub is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with conflict with, violate, or cause the requirements specified in clauses (i) through (iv) termination of Section 3.4(c)any instrument, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Holding or any of its Significant Regional Subsidiaries or New Holding or Merger Sub or any of its or their respective properties, rights properties or assets, except except, in the case of clauses (ii) and (iii) of this Section 3.4(b) ), for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, thataccelerations which are not, individually or in the aggregate, have not had and would not reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Holding or any of its Subsidiaries or New Holding or Merger Sub in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the pre-merger notification report under the HSR Act and otherwise satisfying the requirements of the HSR Act, (ii) the filing of the Articles of Merger with the Secretary Department of State; (ii) State of the filing State of Florida and appropriate documents with the SEC relevant authorities of the Joint Proxy Statement/Prospectusother jurisdictions in which Discount is qualified to do business, (iii) the filing simultaneous merger of Holding with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, into New Holding (iv) the filing of the Registration Statement with the SEC of such reports under Section 13(ain accordance with the Securities Act, (v) the filing of the Exchange Act, and such other compliance Articles of Merger with respect to the Reincorporation with the Exchange Act and the rules and regulations thereunderState Corporation Commission of Virginia, as may be required in connection with this Agreement and the Transactions; (vvi) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country and (vivii) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and, subject to the approval adoption of this Agreement, the Merger and the Regional Stock Issuance Agreement by the affirmative vote of a majority Buyer in its capacity as the sole stockholder of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance Transitory Subsidiary (the “Regional Shareholder Transitory Subsidiary Stockholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including by this Agreement by the Merger Buyer and the Regional Stock Issuance (including any adjournment or postponement thereof, Transitory Subsidiary have been duly authorized by all necessary corporate action on the “Regional Meeting”); and (v) resolved to recommend approval part of this Agreement, each of the Merger Buyer and the Regional Stock Issuance by Regional’s shareholders (Transitory Subsidiary, subject only to the “Regional Board Recommendation”)required receipt of the Transitory Subsidiary Stockholder Approval. This Agreement has been duly executed and delivered by Regional and, assuming each of the due authorization, execution Buyer and delivery of this Agreement by SunLink, the Transitory Subsidiary and constitutes the valid and binding obligation of Regionaleach of the Buyer and the Transitory Subsidiary, enforceable against Regional each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution execution, delivery and delivery performance of this Agreement by Regional each of the Buyer and the Transitory Subsidiary do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Buyer and the Transitory Subsidiary of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents By-laws of Regional the Buyer or any Significant Regional the Transitory Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property the Buyer’s or right of Regional or any Subsidiary of Regional the Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any Contract lease, license, contract or other agreement, instrument or obligation to which Regional the Buyer or any of such Subsidiaries the Transitory Subsidiary is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to obtaining the Transitory Subsidiary Stockholder Approval and compliance with the requirements specified in clauses (i), (ii) through and (iviii) of Section 3.4(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation regulation, in each case issued, granted or promulgated by any Governmental Entity and applicable to Regional the Buyer or the Transitory Subsidiary or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and that would not reasonably be expected to have a Regional Buyer Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock common stock of the Buyer are listed for trading is required by or with respect to Regional the Buyer or any of its Subsidiaries the Transitory Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement by Regional the Buyer or the Transitory Subsidiary or the consummation by Regional the Buyer or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing of pre-merger notification requirements under the Articles of Merger with the Secretary of State; HSR Act or any other Antitrust Law, (ii) the filing of the Certificate of Merger with the SEC Delaware Secretary of State and appropriate corresponding documents with the Joint Proxy Statement/Prospectusappropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filing with approval of the SECVermont Commissioner of Banking, Insurance, Securities & Health Care Administration and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing filings required under, and compliance with the SEC of such reports under Section 13(a) of requirements of, the Securities Act and the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only No vote of the holders of any class or series of the Regional Capital Stock Buyer’s capital stock or other securities is necessary for the approval of the Regional Stock Issuance or for the consummation by Regional the Buyer of the Mergertransactions contemplated by this Agreement.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Acquiror and Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of other Transaction Documents to which it is or will become a majority of the votes outstanding entitled to vote on the Merger party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that transactions contemplated by this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)such Transaction Documents. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by SunLinkthis Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub. This Agreement has been and such Transaction Documents have been or, constitutes to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, the valid and binding obligation of RegionalAcquiror or Sub, enforceable against Regional Acquiror or Sub, as the case may be, in accordance with its terms, subject except to the Bankruptcy extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and Equity Exception.by general principles of equity, regardless of whether such enforceability is considered
(b) The execution and delivery by Acquiror or Sub of this Agreement by Regional do and the Transaction Documents to which it is or will become a party does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall or the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Articles of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional Acquiror or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Acquiror or any of such Subsidiaries Sub is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Acquiror or Sub or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not reasonably be expected to have a Regional Material Adverse Effect on Acquiror and would not reasonably be expected to preventits Subsidiaries, or materially impair or delay, the ability of Regional to consummate the Mergertaken as a whole.
(c) No Neither the execution and delivery of this Agreement by Acquiror or Sub or the Transaction Documents to which Acquiror or Sub is or will become a party or the consummation of the transactions contemplated hereby or thereby will require any consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this AgreementEntity, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; , (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country, and (viiii) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not reasonably could be expected to have a Regional Material Adverse Effect on Acquiror and would not reasonably be expected to preventits Subsidiaries, or materially impair or delay, the ability of Regional to consummate the Mergertaken as a whole.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional BCGU has all requisite corporate power and authority to enter into this Agreement, Agreement and to perform its obligations hereunder and, subject to consummate the approval of transactions contemplated by this Agreement, including the Merger and the Regional Stock Issuance by the affirmative vote of a majority acquisition of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock IssuanceAUDIO Shares. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including by this Agreement have been duly authorized by all necessary action on the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval part of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)BCGU. This Agreement has been duly executed and delivered by Regional andBCGU, assuming the due authorization, execution and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of RegionalBCGU, enforceable against Regional in accordance with its terms, subject except to the Bankruptcy extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and Equity Exceptionby general principles of equity.
(b) The execution and delivery by BCGU of this Agreement by Regional do does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles of incorporation, bylaws or similar governing documents of Regional or agreement BCGU has with any Significant Regional Subsidiarythird party, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional or any of such Subsidiaries BCGU is a party or by which any of them or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional BCGU or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights his properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to preventon BCGU’s business affairs, or materially impair or delay, the ability of Regional to consummate the Mergertaken as a whole.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries BCGU in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country, and (viiii) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected to have a Regional Material Adverse Effect on BCGU and would not reasonably be expected to preventits subsidiaries, or materially impair or delay, the ability of Regional to consummate the Mergertaken as a whole.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Seller and the Company has all requisite corporate necessary company power and authority to enter into this Agreement, the Seller Ancillary Agreements and the Deposit Escrow Agreement and to perform its obligations hereunder and, subject to consummate the approval transactions contemplated by this Agreement. The execution and delivery of this Agreement, the Merger Seller Ancillary Agreements and the Regional Stock Issuance Deposit Escrow Agreement by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger Seller and Regional Stock Issuance (the “Regional Shareholder Approval”)Company, to consummate the Merger as applicable, and the Regional Stock Issuance. The Regional Board, at a meeting duly called consummation by Seller and held, has unanimously (i) determined that this Agreement and Company of the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving by this Agreement have been duly authorized by all necessary company action on the part of Seller and the transactions contemplated herebyCompany, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval as applicable. Each of this Agreement, the Merger Seller Ancillary Agreements and the Regional Stock Issuance by Regional’s shareholders (Deposit Escrow Agreement have been, or, as applicable, will be prior to the “Regional Board Recommendation”). This Agreement has been Closing, duly executed and delivered by Regional Seller and, assuming the due authorization, valid execution and delivery of this Agreement by SunLinkall counterparties thereto, constitutes the will constitute a valid and binding obligation agreement of Regional, Seller enforceable against Regional Seller in accordance with its terms, subject except to the Bankruptcy extent that enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and Equity Exceptionother Laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b) The execution and delivery of this Agreement by Regional do each of Seller and the Company does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional each of Seller and the Company of the transactions contemplated by this Agreement shall not, will not (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing organizational documents of Regional Seller or any Significant Regional Subsidiary, of the Company or (ii) conflict with, except as set forth in Section 4.2(b) of the Seller Disclosure Letter or as would not reasonably be expected to result in any the material violation or material breach of, conflict with or constitute a material default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefitcancellation, payment) under, or require a notice, consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Material Contract to which Regional Seller or any of such Subsidiaries the Company is a party or by which any of them Seller or the Company or any of their properties, rights respective properties or assets may be bound, or (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (i) through (iv) of Section 3.4(c4.2(c), contravene, conflict with with, or violate result in a material violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule judgment or regulation Law applicable to Regional the Company or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, of any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Seller or any of its Subsidiaries the Company in connection with the execution and delivery of this Agreement by Regional Seller and the Company or the consummation by Regional Seller and the Company of the transactions contemplated by this Agreement, except for (i) the any Gaming Approvals or filing of notices required under the Articles of Merger with the Secretary of State; Gaming Laws or by any Gaming Authority, (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, ordersorders or authorizations related to, authorizationsor arising out of, registrationscompliance with any Laws regulating the consumption, declarations, notices and filings as may be required under applicable state securities sale or “blue sky” Laws serving of alcoholic beverages or the rules and regulations renaming or rebranding of the NYSE Amex; and operations on the Real Property, (viiii) any such other consents, approvals, licensesorders or authorizations as may be required under the Laws of any jurisdiction in which the Company conducts any business or owns any property or assets the absence of which would not delay or prevent the consummation of the transactions contemplated by this Agreement and which are not material to the operation and support of the Business, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained (iv) those the failure of which to obtain or mademake, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional Seller or the Company to consummate the Mergerperform their respective obligations under this Agreement and each Seller Ancillary Agreement, and (v) any consents, approvals, orders or authorizations required to be obtained by Buyer or any of its Subsidiaries, their respective Affiliates and Gaming Representatives and their respective Affiliates’ Gaming Representatives (including Gaming Approvals).
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Interest Purchase Agreement (Full House Resorts Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional K*TEC has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by SunLink, constitutes the valid and binding obligation of Regional, enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exception.this
(b) The execution and delivery of this Agreement by Regional do K*TEC does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional K*TEC or any Significant Regional Subsidiaryof its Subsidiaries, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract to which Regional or any of such Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional K*TEC or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, or (iii) result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or permit the acceleration of rights under or termination of any indenture, mortgage, deed or trust, credit agreement, note or other indebtedness, or any other material agreement of K*TEC or any of its Subsidiaries (collectively, the "K*TEC Agreements") except in the case of clauses (ii) and or (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, thataccelerations which (x) would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional K*TEC Material Adverse Effect and or (y) would not reasonably be expected to prevent, or materially substantially impair or delay, delay the ability consummation of Regional to consummate the K*TEC Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional K*TEC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing of the Articles a Certificate of Merger with respect to the K*TEC Merger with the Delaware Secretary of State; , (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing Prospectus with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance in accordance with the Exchange Act and the rules and regulations thereunderSecurities Act, as may be required in connection with this Agreement and the Transactions; (viii) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country and (viiv) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to (x) have a Regional K*TEC Material Adverse Effect and would not reasonably be expected to prevent, or materially (y) substantially impair or delay, delay the ability consummation of Regional to consummate the K*TEC Merger.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Eftc Corp/)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and, subject to the approval adoption of this Agreement by the Buyer as sole stockholder of the Transitory Subsidiary (which shall occur immediately after the execution and delivery of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called and held, board of directors of the Transitory Subsidiary has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including deemed the Merger advisable and the Regional Stock Issuance, are in the best interests of Regional; the Transitory Subsidiary and the Buyer, as the Transitory Subsidiary’s sole stockholder, (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth herein and (iii) recommended the adoption of this Agreement by the Buyer, as the Transitory Subsidiary’s sole stockholder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including by this Agreement by the Merger Buyer and the Regional Stock Issuance Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Transitory Subsidiary, subject to the adoption of this Agreement by the Buyer as sole stockholder of the Transitory Subsidiary (including any adjournment or postponement thereof, which shall occur immediately after the “Regional Meeting”); execution and (v) resolved to recommend approval delivery of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming each of the due authorization, execution Buyer and delivery of this Agreement by SunLink, the Transitory Subsidiary and constitutes the valid and binding obligation of Regionaleach of the Buyer and the Transitory Subsidiary, enforceable against Regional each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional each of the Buyer and the Transitory Subsidiary do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Buyer and the Transitory Subsidiary of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision the Organizational Documents of the articles of incorporation, bylaws Buyer or similar governing documents of Regional or any Significant Regional the Transitory Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent consent, waiver or waiver delivery of notice under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property the Buyer’s or right of Regional or any Subsidiary of Regional the Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any Contract lease, license, contract or other agreement, instrument or obligation to which Regional the Buyer or any of such Subsidiaries the Transitory Subsidiary is a party or by which any of them or any of their properties, rights properties or assets may be bound, bound or (iii) subject to the adoption of this Agreement by the Buyer as sole stockholder of the Transitory Subsidiary (which shall occur immediately after the execution and delivery of this Agreement) and subject to compliance with the requirements specified in clauses (i) through and (ivii) of Section 3.4(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Regional the Buyer or any of its Significant Regional Subsidiaries the Transitory Subsidiary or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing (other than a Current Report on Form 8-K with respect to this Agreement and the transactions contemplated hereby) with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock Buyer common stock are listed for trading is required by or with respect to Regional the Buyer or any of its Subsidiaries the Transitory Subsidiary in connection with the execution and delivery of this Agreement by Regional the Buyer or the Transitory Subsidiary or the consummation by Regional the Buyer or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only No vote of the holders of any class or series of the Regional Capital Stock Buyer’s capital stock or other securities is necessary for the approval of the Regional Stock Issuance or for the consummation by Regional the Buyer of the Mergertransactions contemplated by this Agreement.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional The Seller has all requisite corporate limited liability company power and authority to enter into this Agreement, and each other Transaction Document to perform its obligations hereunder andwhich it is or will be a party, subject and to consummate the approval transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller of this Agreement, the Merger and each other Transaction Document to which it is or will be a party, and the Regional Stock Issuance consummation by the affirmative vote Seller of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including hereby and thereby have been duly authorized by all necessary limited liability company action on the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting part of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Seller. This Agreement and each other Transaction Document to which the Seller is (or will be) a party has been been, or when executed and delivered will be, duly and validly executed and delivered by Regional andthe Seller and constitutes, assuming the due authorization, or will upon execution and delivery of this Agreement by SunLinkthereof constitute, constitutes the legal, valid and binding obligation of Regionalthe Seller, enforceable against Regional the Seller in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution execution, delivery and delivery performance by the Seller of this Agreement by Regional do does not, and (subject the execution, delivery and performance of each other Transaction Document to which the receipt of the Regional Shareholder Approval) Seller is or will be a party will not, and the consummation by Regional the Seller of the transactions contemplated by this Agreement shall hereby and thereby will not, (i) conflict with, or result in any violation or breach of, any provision Organizational Documents of the articles of incorporation, bylaws or similar governing documents of Regional or any Significant Regional SubsidiarySeller, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a any right of terminationtermination or result in the cancellation, cancellation or acceleration of any obligation or loss of any material right or benefit) under, or require a consent or waiver under, or result under (or, with or without notice or lapse of time, or both), would result) in the creation require a consent or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional waiver under, or require the payment of a penalty under any of the terms, conditions or provisions of any Contract to which Regional or any of such Subsidiaries the Seller is a party or by which any of them the Seller or any of their properties, rights its properties or assets may be is bound, or result in the imposition of any Lien on any of the Seller’s properties or assets or (iii) subject to compliance with the requirements specified in clauses (i), (ii) through and (iviii) of Section 3.4(c2.2(c), conflict with or violate any permit, concession, franchise, license, assessment, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Regional the Seller or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b2.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Seller Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, waiver, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Self-Regulatory Organization is required by or with respect to Regional or any of its Subsidiaries the Seller in connection with the execution execution, delivery and delivery performance by the Seller of this Agreement by Regional and the other Transaction Documents to which it is or will be a party, or the consummation by Regional the Seller of the transactions contemplated by this Agreementhereby and thereby, except for (i) the filing approval of FINRA with respect to the change of ownership or control of the Articles of Merger Broker-Dealer Company pursuant to FINRA Rule 1017 with the Secretary of State; no material restrictions or conditions, (ii) the filing compliance with the SEC applicable requirements of the Joint Proxy Statement/Prospectus, HSR Act and (iii) such notifications with state securities regulators with which any Company is registered regarding the filing with the SEC, and declaration change of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC ownership or control of such reports under Section 13(a) Company that are not subject to any consent, authorization, waiver, permit or approval on the part of the Exchange Act, applicable regulator and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, would not, individually or in the aggregate, would not reasonably be expected to have a Regional Seller Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Marketaxess Holdings Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Target has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and, subject only to the approval adoption of this Agreement (the “Target Voting Proposal”) by Target’s stockholders under the DGCL and the certificate of incorporation of Target (the “Target Stockholder Approval”) to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Target Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Target and its stockholders, (ii) approved this Agreement, the Merger and the Regional Stock Issuance actions contemplated by this Agreement in accordance with the affirmative vote of a majority provisions of the votes outstanding entitled DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Target vote on to adopt this Agreement and thereby approve the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancesuch other actions as contemplated hereby. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated herebyby this Agreement by Target have been duly authorized by all necessary corporate action on the part of Target, including subject only to the Merger and required receipt of the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Target Stockholder Approval. This Agreement has been duly executed and delivered by Regional Target and, assuming the due authorization, execution and delivery of this Agreement by SunLinkCompany, constitutes the valid and binding obligation of RegionalTarget, enforceable against Regional such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
(b) The execution and delivery of this Agreement by Regional do Target does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Target of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the articles certificate of incorporation, incorporation or bylaws or similar governing documents of Regional or any Significant Regional SubsidiaryTarget, (ii) conflict with, or result in any material violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on any asset, property or right of Regional or any Subsidiary of Regional under, Target’s assets (including Target Intellectual Property) under any of the terms, conditions or provisions of any Contract required to which Regional or any be disclosed in Section 3.11(a) of such Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be boundthe Target Disclosure Schedules, or (iii) subject to obtaining the Target Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional Target or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts), violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have result in a Regional Target Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity”) is required by or with respect to Regional or any of its Subsidiaries Target in connection with the execution and delivery of this Agreement by Regional Target or the consummation by Regional Target of the transactions contemplated by this Agreement, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; (ii) the filing State and appropriate corresponding documents with the SEC appropriate authorities of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of other states in which Target is qualified as a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected foreign corporation to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.transact business
(d) The Regional Shareholder Approval is Business Combination was approved by the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the MergerTarget’s shareholders.
Appears in 1 contract
Samples: Agreement and Plan of Business Combination (SPECTRAL CAPITAL Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional The Company has all requisite corporate power and authority to enter into this Agreement and the Asset Purchase Agreement of even date herewith (the "Purchase Agreement") among the Company, to perform the Buyer , CRC Asset Acquisition LLC and two of its obligations hereunder wholly-owned subsidiaries (the "JV Purchasers") and Patrxxx X. Xxxch and, subject to the approval adoption of this Agreement, the Merger and the Regional Stock Issuance Agreement by the affirmative vote of a majority of Company's stockholders under the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”)DGCL, to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that transactions contemplated by this Agreement and the transactions contemplated hereby, including the Merger Purchase Agreement. The execution and the Regional Stock Issuance, are in the best interests delivery of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the consummation of the transactions contemplated herebyby this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, including subject only to the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval adoption of this Agreement, Agreement by the Merger and Company's stockholders under the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)DGCL. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Company and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of Regionalthe Company, enforceable against Regional in accordance with its terms, terms subject only to the Bankruptcy and Equity Exceptionadoption of this Agreement by the Company's stockholders under the DGCL.
(b) The execution and delivery of this Agreement by Regional do the Company does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Restated Certificate of incorporationIncorporation or Bylaws of the Company or the charter, bylaws Bylaws, or similar governing documents other organizational document of Regional or any Significant Regional Subsidiaryof its Subsidiaries, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Regional the Company or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through ), (ii), (iii), (iv) and (v) of Section 3.4(c3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Company or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets; or (iv) require the Company under the terms of any material agreement, contract, arrangement or understanding to which it is a party or by which it or its assets are bound, to obtain the consent or approval of, or provide notice to, any other party to any such agreement, contract, arrangement or understanding, except in the case of clauses (ii), (iii) and (iiiiv) of this Section 3.4(b3.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties failure to obtain consent or Liens, and for any consents approval or waivers not obtained, thatfailure to notify which, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity") is required by or with respect to Regional the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreement, except for (i) pre-merger notification under the filing Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the Articles of Merger with the Secretary of State; "HSR Act"), (ii) the filing of the Delaware Certificate of Merger with the SEC Delaware Secretary of State, the Joint Proxy Statement/ProspectusMaryland Certificate of Merger with the Maryland Department of Assessments and Taxation and appropriate corresponding documents with the Secretaries of State of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filing of the Proxy Statement (as defined below) with the SEC, NASDAQ and declaration of effectiveness under the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act, of a the Form S-4"), (iv) the filing with the SEC of such reports or schedules under Section 13(a) 13 of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; transactions contemplated hereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; laws, and (vi) any such other consentsconsent, approvalsapproval, licenseslicense, permitspermit, ordersorder, authorizationsauthorization, registrationsregistration, declarationsdeclaration, notices and filings notice or filing, which, if not obtained or made, would, individually or in the aggregate, would not reasonably be expected to have a Regional Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval affirmative vote for adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders of any class or series of the Regional Capital Stock Company's capital stock or other securities necessary for to approve the approval Company Voting Proposal (as defined below). There are no bonds, debentures, notes or other indebtedness of the Regional Stock Issuance Company having the right to vote (or for convertible into, or exchangeable for, securities having the consummation by Regional right to vote) on any matters on which stockholders of the MergerCompany may vote. To the Company's Knowledge, as of the date hereof, Patrxxx Xxxxx xxx W. Ross Xxxxxx xxx, in the aggregate, approximately 727,552 shares of Company Common Stock.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional has BUYER and SUB have all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including by this Agreement have been duly authorized by all necessary corporate action on the Merger part of BUYER and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Sub. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution BUYER and delivery of this Agreement by SunLink, SUB and constitutes the valid and binding obligation of RegionalBUYER and Sub, enforceable against Regional in accordance with its terms, subject to the Bankruptcy except as such enforceability may be limited by (i) bankruptcy laws and Equity Exceptionother similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
(b) The execution and delivery of this Agreement by Regional do BUYER and SUB does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporationIncorporation or Bylaws of BUYER or of Sub, bylaws or similar governing documents of Regional or any Significant Regional Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract to which Regional or any of such Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be bound, or (iii) subject to compliance with the requirements consents, approvals, orders, authorizations, filings and registrations specified in clauses (i) through (iv) of Section 3.4(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional BUYER or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assetsSub, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and violations which would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, material adverse effect on the parties' ability of Regional to consummate the Mergertransactions contemplated by this Agreement.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional BUYER or any of its Subsidiaries SUB in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; , and (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings whichregistrations which in the aggregate, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, material adverse effect on the parties' ability of Regional to consummate the Mergertransactions contemplated by this Agreement.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Thermatrix Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional MGI has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and, subject to the approval receipt of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”)its shareholders' approval, to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated herebyby this Agreement have been duly authorized by all necessary corporate action on the part of MGI, including subject only to the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance Arrangement by Regional’s shareholders (the “Regional Board Recommendation”)MGI's Shareholders. This Agreement has been duly authorized, executed and delivered by Regional andMGI and constitutes a valid and binding obligation of MGI, assuming enforceable against it in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the due authorizationequitable power of the courts to stay proceedings before them and the execution of judgements and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.
(b) Except as disclosed in the MGI Disclosure Schedule, the execution and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of Regional, enforceable against Regional in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement by Regional do MGI does not, and (subject to the receipt of the Regional Shareholder Approval) performance and the consummation by Regional of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Articles of incorporation, bylaws Amalgamation or similar governing documents by-laws of Regional or any Significant Regional SubsidiaryMGI, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional MGI or any of such Subsidiaries its subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunctionjudgement, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional or any of its Significant Regional Subsidiaries MGI or any of its or their respective properties, rights properties or assets, except in the case of clauses (iiSubsections 3.3(b)(ii) and (iii) of this Section 3.4(b3.3(b)(iii) for any such conflicts, violations, breaches, defaults, terminations, cancellationscancellations or accelerations which would not have, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron MGI.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, with any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries MGI in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby (other than the grant of the Option), except for (i) the filing of the Articles of Merger Arrangement with the Secretary Ministry of State; Consumer and Commercial Relations (Ontario), (ii) the filing appropriate notices with the SEC of the Joint Proxy Statement/Prospectusrelevant stock exchanges, material change reports and press releases, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or Securities Legislation, including the rules Interim Order and regulations the Final Order, (iv) such filings as may be required under the CA, the HSR and other legislation of the NYSE Amex; similar nature, and (viv) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and on MGI or, to the knowledge of MGI, would not reasonably be expected to prevent, or materially impair or delay, prevent the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote completion of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the MergerArrangement.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Seller and Seller Members has all requisite corporate the company power and authority to enter into execute and deliver this AgreementAgreement and each other document to be executed by it in connection herewith (collectively, the “Seller Ancillary Documents”) and to perform its obligations hereunder andand thereunder, subject to the approval all of this Agreement, the Merger and the Regional Stock Issuance which have been duly authorized by the affirmative vote of a majority of the votes outstanding entitled to vote all requisite company action. No further company or member action on the Merger part of Seller, Retail Sales Subsidiary or any Seller Member is necessary to authorize the execution, delivery and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that performance of this Agreement and each Seller Ancillary Document by Seller and Retail Sales Subsidiary and the consummation by Seller, Retail Sales Subsidiary and Seller Members of the transactions contemplated hereby, including the Merger hereby and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)thereby. This Agreement and each Seller Ancillary Document has been duly executed and delivered by Regional Seller and each Seller Member (as applicable) and, assuming the due authorization, execution and delivery of that this Agreement and each Seller Ancillary Document is duly and validly authorized, executed, and delivered by SunLinkthe other parties hereto and thereto, constitutes the constitutes, or will constitute (as applicable), a valid and binding obligation agreement of RegionalSeller and each Seller Member (as applicable), enforceable against Regional each of them in accordance with its terms, subject to any applicable bankruptcy, reorganization, insolvency, moratorium, or other similar Applicable Laws affecting creditors’ rights generally and principles governing the Bankruptcy and Equity Exceptionavailability of equitable remedies.
(b) The execution and delivery of this Agreement by Regional Seller and each Seller Member do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Seller, Retail Sales Subsidiary and Seller Members of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles certificate of incorporation, bylaws formation or similar governing documents limited liability company agreement of Regional Seller or any Significant Regional Retail Sales Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit) under, or require a consent or waiver underunder (except as indicated on Schedule 8.1(a) or as otherwise expressly set forth in the body of this Agreement (excluding Schedules, Exhibits and the Seller Disclosure Letter)), require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien mortgage, or related security interest, pledge, lien, charge, or encumbrance (“Liens”) on any assetSeller’s, property or right of Regional Retail Sales Subsidiary’s or any Subsidiary of Regional Seller Member’s assets under, any of the terms, conditions conditions, or provisions of any Assigned Contract or any other contract, agreement instrument, or obligation to which Regional Seller, Retail Sales Subsidiary or any of such Subsidiaries Seller Member is a party or by which Seller, Retail Sales Subsidiary, any of them Seller Member or any of their properties, rights respective properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule rule, or regulation applicable to Regional Seller, Retail Sales Subsidiary, any Seller Member or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No Except as set forth in Section 3.4(c) of the Seller Disclosure Letter, no consent, approval, license, permit, order order, or authorization of, or registration, declaration, notice notice, or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Authority is required by or with respect to Regional Seller, Retail Sales Subsidiary or any of its Subsidiaries Seller Member in connection with the execution and delivery of this Agreement by Regional Seller and Seller Members or the consummation by Regional Seller, Retail Sales Subsidiary and Seller Members of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (ai) Regional The Company has all requisite corporate power and authority to enter into this Agreement, Agreement and each of the Investment Documents to perform its obligations hereunder andwhich it is a party and to consummate the transactions contemplated by this Agreement and each of the Investment Documents to which it is a party. The execution and delivery of this Agreement and each of the Investment Documents to which it is a party and the consummation of the transactions contemplated by this Agreement and each of the Investment Documents to which it is a party by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval and adoption of this Agreement, Agreement by the Merger Company's stockholders under the DGCL and the Regional Stock Issuance by the affirmative vote of a majority rules of the votes outstanding entitled to vote on the Merger and Regional New York Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Exchange. This Agreement has and each of the Investment Documents to which it is a party have been duly executed and delivered by Regional and, assuming the due authorization, execution Company and delivery of this Agreement by SunLink, constitutes constitute the valid and binding obligation obligations of Regionalthe Company, enforceable against Regional in accordance with its their terms, subject to the Bankruptcy and Equity Exception.
(bii) The Except as set forth on the Company Disclosure Schedule, the execution and delivery of this Agreement and each of the Investment Documents to which it is a party by Regional do the Company does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall and each of the Investment Documents to which it is a party will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporationDesignation for Series E Stock, bylaws the Certificate of Incorporation or similar governing documents Bylaws of Regional the Company or any Significant Regional Subsidiaryof its Subsidiaries, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional the Company or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be boundbound (including the Series D Convertible Preferred Stock), or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional the Company or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, thataccelerations which are not, individually or in the aggregate, have not had and would not reasonably be expected likely to have cause a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerChange.
(ciii) No Except as set forth on the Company Disclosure Schedule, no consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading (as defined above) is required by or with respect to Regional the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional and each of the Investment Documents to which it is a party or the consummation by Regional of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing of the Articles of Merger with pre-merger notification report under the Secretary of State; Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, (ii) the filing with Proxy Statement requirements imposed pursuant to the SEC of Exchange Act or by the Joint Proxy Statement/ProspectusCommission, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state or foreign securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; laws, and (viiv) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have cause a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerChange.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional The Purchaser has all requisite corporate power and authority to enter into this AgreementAgreement and any Purchaser Related Agreement to which it is a party, to perform its obligations hereunder andunder this Agreement and any Purchaser Related Agreement to which it is a party and to consummate the transactions contemplated by this Agreement and any Purchaser Related Agreement to which it is a party.
(b) The execution, subject delivery and performance of this Agreement and any Purchaser Related Agreement to which the approval Purchaser is a party and the consummation of the transactions contemplated by this Agreement and any Purchaser Related Agreement to which it is a party by the Purchaser have been duly authorized by all necessary corporate action on the part of the Purchaser, no other Purchaser action or proceeding on the part of the Purchaser is necessary to authorize the execution, delivery or performance of this Agreement, any Purchaser Related Agreement or the Merger and the Regional Stock Issuance by the affirmative vote consummation of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving by this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including or any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Purchaser Related Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Purchaser and delivery of this Agreement by SunLink, constitutes the legal, valid and binding obligation of Regionalthe Purchaser, enforceable against Regional the Purchaser in accordance with its terms, subject except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally; and (ii) the Bankruptcy availability of injunctive relief and Equity Exceptionother equitable remedies.
(bc) The execution and Neither the execution, delivery or performance by the Purchaser of this Agreement by Regional do notAgreement, and (subject to the receipt of the Regional Shareholder Approval) nor the consummation by Regional of the transactions contemplated by this Agreement shall notAgreement, will directly or indirectly (with or without notice or lapse of time, or both): (i) contravene, conflict with, or result in any violation or breach of, any provision of the articles Organizational Documents of incorporation, bylaws or similar governing documents of Regional or any Significant Regional Subsidiary, the Purchaser; (ii) contravene, conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of modification, termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require notice to any Person or require a consent or waiver under, constitute a change in control under, require the payment of a fee or penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on upon or with respect to any asset, property asset owned or right of Regional or any Subsidiary of Regional used by the Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract or other agreement, instrument or obligation to which Regional or any of such Subsidiaries the Purchaser is a party or by which any of them it or any of their properties, rights its properties or assets may be bound, or ; (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c)contravene, conflict with or violate violate, or give any permitPerson the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, concessionany Law or any order, franchise, license, judgmentwrit, injunction, orderjudgment or decree to which the Purchaser is subject; or (iv) contravene, decree, statute, Law, ordinance, rule conflict with or regulation applicable to Regional or result in a violation of any of its Significant Regional Subsidiaries 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 the Purchaser or that otherwise relates to the business of the Purchaser or to any of its the assets owned, used or their respective properties, rights or assets, except in controlled by the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerPurchaser.
(cd) No consentExcept as set forth on Section 5.4(d) of the Purchaser Disclosure Schedule, approval, license, permit, order or authorization ofno Governmental Authorization, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Body is required by or with respect to Regional or any of its Subsidiaries the Purchaser: (i) in connection with the execution and delivery of this Agreement or any Purchaser Related Agreement by Regional the Purchaser or the consummation by Regional the Purchaser of the transactions contemplated by this Agreement or any Purchaser Related Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; or (ii) necessary for the filing with Purchaser to operate its business immediately after the SEC Closing in the same manner as operated immediately prior to the Closing after giving effect to the consummation of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with transactions contemplated by this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerPurchaser Related Agreement.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Safe & Green Development Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Parent, Buyer, EHSI, Irish Holdco and Merger Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger Transaction Agreements, as applicable, and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock IssuanceTransactions. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger Transaction Agreements and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting consummation of the Regional shareholders for Transactions by each of Parent, Buyer, EHSI, Irish Holdco and Merger Sub have been duly authorized by all necessary corporate action on the purpose part of approving this Parent, Buyer, EHSI, Irish Holdco and Merger Sub. This Agreement and the transactions contemplated herebyTransaction Agreements, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereofas applicable, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has have been duly executed and delivered by Regional Parent, Buyer, EHSI, Irish Holdco and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Agreements, as applicable, by SunLinkthe other parties hereto and thereto, constitutes constitute the valid and binding obligation obligations of Regionaleach of Parent, Buyer, EHSI, Irish Holdco and Merger Sub, enforceable against Regional them in accordance with its their terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement and the Transaction Agreements by Regional do each of Parent, Buyer, EHSI, Irish Holdco and Merger Sub does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional each of Parent, Buyer, EHSI, Irish Holdco and Merger Sub of the transactions contemplated by this Agreement shall Transactions will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing documents of Regional or any Significant Regional Subsidiaryits organizational documents, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation cancellation, material amendment or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional its assets under, any of the terms, conditions or provisions of any material Contract to which Regional or any of such Subsidiaries it is a party or by which any of them or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through and (ivii) of Section 3.4(c5.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Regional it or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b5.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consentPermit from, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock Parent common stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries Parent, Buyer, EHSI, Irish Holdco and Merger Sub in connection with the execution and delivery of this Agreement by Regional Parent, Buyer, EHSI, Irish Holdco and Merger Sub or the consummation by Regional Parent, Buyer, EHSI, Irish Holdco and Merger Sub of the transactions contemplated by this AgreementTransactions, except for (i) the filing of pre-merger notification requirements under the Articles of Merger with the Secretary of State; HSR Act, (ii) the filing with the SEC as set forth in Section 5.2(c) of the Joint Proxy Statement/ProspectusParent Disclosure Schedule, and (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permitsPermits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Loudeye and Sub has all requisite corporate power and authority to enter into this Agreement, Agreement and all Transaction Documents to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger which it is or will become a party and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that transactions contemplated by this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)such Transaction Documents. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by SunLinkthis Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Loudeye and Sub. This Agreement has been and the Transaction Documents to which Loudeye or Sub is or will become a party have been or, constitutes to the extent not executed as of the date hereof, will be duly executed and delivered by Loudeye and Sub. This Agreement and each of the Transaction Documents to which Loudeye or Sub is a party constitutes, and each of the Transaction Documents to which Loudeye or Sub will become a party when executed and delivered by Loudeye or Sub will constitute, a valid and binding obligation of RegionalLoudeye or Sub, enforceable against Regional Loudeye or Sub, as the case may be, in accordance with its respective terms, subject except to the Bankruptcy extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and Equity Exceptionby general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.
(b) The execution and delivery by Loudeye or Sub of this Agreement by Regional do and the Transaction Documents to which it is or will become a party does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall or the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional Loudeye or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Loudeye or any of such Subsidiaries Sub is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule Rule or regulation applicable to Regional Loudeye or Sub or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not reasonably be expected to have a Regional Material Adverse Effect on Loudeye and would not reasonably be expected to preventits Subsidiaries, or materially impair or delay, the ability of Regional to consummate the Mergertaken as a whole.
(c) No None of the execution and delivery of this Agreement by Loudeye or Sub or of any other Transaction Documents to which Loudeye or Sub is or will become a party or the consummation of the transactions contemplated hereby or thereby will require any consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this AgreementEntity, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; , and (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consentslaws, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not which may be obtained or made, individually or in made after the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerClosing.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Corvas has all requisite corporate power and authority to enter into this Agreement and (subject to obtaining the Required Corvas Stockholder Vote (as defined in Section 3.03(d))) to consummate the transactions contemplated by this Agreement, to perform its obligations hereunder and. The execution and delivery of this Agreement by Corvas and the consummation of the transactions by Corvas contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Corvas, subject only to the approval of this Agreement, the Merger and by Corvas' stockholders under the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Delaware Law. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Corvas and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of RegionalCorvas, enforceable against Regional in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the Bankruptcy rights of creditors generally and Equity Exception(ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
(b) The execution and delivery of this Agreement by Regional do Corvas does not, and (and, subject to obtaining the receipt of the Regional Shareholder Approval) Required Corvas Stockholder Vote, the consummation by Regional of the transactions contemplated by this Agreement shall by Corvas will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional or any Significant Regional SubsidiaryCorvas, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both) a default (or give rise to right of termination, would result) in the creation cancellation, or imposition acceleration of any Lien on obligation or loss of any asset, property or right of Regional or any Subsidiary of Regional under, benefit) under any of the terms, conditions conditions, or provisions of any Contract note, bond, mortgage, indenture, or lease or any material contract, or other material agreement, instrument, or obligation to which Regional or any of such Subsidiaries Corvas is a party or by which any of them Corvas or any of their properties, rights its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule rule, or regulation applicable to Regional Corvas or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses each of (ii) and (iii) of this Section 3.4(b) for any such conflictsbreach, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties violation or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and conflict which would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron Corvas.
(c) No consent, approval, licenseorder, permit, order or authorization of, or registration, declaration, notice or filing with, any court, administrative agency, or commission or other governmental authority or instrumentality ("Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity"), is required by or with respect to Regional or any of its Subsidiaries Corvas in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of a Registration Statement on Form S-4 with the Articles Securities and Exchange Commission ("SEC") in accordance with the Securities Act of 1933, as amended (the "Securities Act"), (ii) the filing of the Certificate of Merger and the LLC Certificate of Merger with the Secretary of State; (ii) the filing with the SEC State of the Joint Proxy Statement/ProspectusState of Delaware, and (iii) the filing with of the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, Joint Proxy Statement (ivas defined in Section 6.02(a) the filing below) with the SEC in accordance with the Securities Exchange Act of such reports under Section 13(a) of 1934, as amended (the "Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger").
(d) The Regional Shareholder Approval affirmative vote of the holders of a majority of the shares of Corvas Common Stock outstanding on the record date for the Corvas Stockholders' Meeting (the "Required Corvas Stockholder Vote") is the only vote of the holders of any class or series of the Regional Capital Stock Corvas' capital stock necessary for Corvas to effect the approval of Merger and consummate the Regional Stock Issuance or for the consummation by Regional of the Mergertransactions contemplated in this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Dendreon Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Acquiror and Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of other Transaction Documents to which it is or will become a majority of the votes outstanding entitled to vote on the Merger party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that transactions contemplated by this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)such Transaction Documents. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by SunLinkthis Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub. This Agreement has been and such Transaction Documents have been or, constitutes to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, a valid and binding obligation of RegionalAcquiror or Sub, enforceable against Regional Acquiror or Sub, as the case may be, in accordance with its terms, subject except to the Bankruptcy extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and Equity Exceptionby general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.
(b) The execution and delivery by Acquiror or Sub of this Agreement by Regional do and the Transaction Documents to which it is or will become a party does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall or the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional Acquiror or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any violation or -26- breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Acquiror or any of such Subsidiaries Sub is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Acquiror or Sub or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not reasonably be expected to have a Regional Material Adverse Effect on Acquiror and would not reasonably be expected to preventits Subsidiaries, or materially impair or delay, the ability of Regional to consummate the Mergertaken as a whole.
(c) No Neither the execution and delivery of this Agreement by Acquiror or Sub of the Transaction Documents to which Acquiror or Sub is or will become a party or the consummation of the transactions contemplated hereby or thereby will require any consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this AgreementEntity, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State and the filing of the Agreement of Merger with the California Secretary of State; , and (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders laws of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Mergerforeign country.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metawave Communications Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional has The Seller possesses the full legal right and all requisite corporate power and authority necessary in order to enter into this Agreement, to perform its obligations hereunder and, subject to fully effectuate the approval terms and conditions of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the other Transaction Documents (to the extent a party thereto), to perform the Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, including delivery, and performance by the Merger and the Regional Stock Issuance, are in the best interests Seller of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including other Transaction Documents (to the Merger extent a party thereto) has been duly and validly authorized by all necessary action (corporate or otherwise) on the Regional Stock Issuance (including any adjournment or postponement thereof, part of the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Seller. This Agreement has been duly executed and delivered by Regional and, assuming each Transaction Document to which the due authorization, execution and delivery of this Agreement by SunLink, Seller is a party constitutes the a valid and binding obligation of Regionalthe Seller and the other Transaction Documents to which the Seller is a party, or when executed and delivered by the Seller in accordance with the terms thereof, shall constitute a valid and binding obligation of the Seller, in each case, enforceable against Regional the Seller in accordance with its terms, subject except in each case as may be limited by applicable bankruptcy, insolvency or similar Laws affecting creditors’ rights generally or by general principles of equity. This Agreement has been, and the Transaction Documents to which the Bankruptcy Seller is a party will be, duly and Equity Exceptionvalidly executed and delivered by the Seller.
(b) The execution execution, delivery, and delivery performance by the Seller of this Agreement by Regional do notand the other Transaction Documents to which the Seller is or will become a party, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Seller of the transactions contemplated by this Agreement shall nothereby and thereby, do not and will not (i) violate any Law applicable to the Seller or (ii) require the consent or approval of, notice to or other action by any Person under, conflict with, or result in any a violation or breach of, any provision of the articles of incorporation, bylaws or similar governing documents of Regional or any Significant Regional Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation acceleration or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional undertermination of, any of the terms, conditions instrument or provisions of any Contract agreement to which Regional or any of such Subsidiaries the Seller is a party or by which any of them or any of their properties, rights or assets the Seller may be bound, bound or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Regional or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights or assetsaffected, except in to the case extent that the occurrence of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and foregoing items would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, material adverse effect on the Seller’s ability of Regional to consummate the Mergertransactions contemplated hereby.
(c) No The execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which the Seller is or will become a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not require filing with, or any authorization, consent, approval, license, permit, order exemption or authorization ofother action by, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.or
Appears in 1 contract
Samples: Securities Purchase Agreement (Lifecore Biomedical, Inc. \De\)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Acquiror and Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of other Transaction Documents to which it is or will become a majority of the votes outstanding entitled to vote on the Merger party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that transactions contemplated by this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)such Transaction Documents. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by SunLinkthis Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub. This Agreement has been and such Transaction Documents have been or, constitutes to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, a valid and binding obligation of RegionalAcquiror or Sub, enforceable against Regional Acquiror or Sub, as the case may be, in accordance with its terms, subject except to the Bankruptcy extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and Equity Exceptionby general principles of equity, regardless of whether such enforceability is considered.
(b) The execution and delivery by Acquiror or Sub of this Agreement by Regional do and the Transaction Documents to which it is or will become a party does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall or the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional Acquiror or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Acquiror or any of such Subsidiaries Sub is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Acquiror or Sub or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and accelerations which would not reasonably be expected to have a Regional Material Adverse Effect on Acquiror and would not reasonably be expected to preventits Subsidiaries, or materially impair or delay, the ability of Regional to consummate the Mergertaken as a whole.
(c) No Neither the execution and delivery of this Agreement by Acquiror or Sub or the Transaction Documents to which Acquiror or Sub is or will become a party or the consummation of the transactions contemplated hereby or thereby will require any consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this AgreementEntity, except for (i) the filing of the Articles Certificate of Merger with the Delaware Secretary of State; , (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country, (iii) such filings as may be required under applicable Antitrust Laws, and (viiv) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not reasonably could be expected to have a Regional Material Adverse Effect on Acquiror and would not reasonably be expected to preventits Subsidiaries, or materially impair or delay, the ability of Regional to consummate the Mergertaken as a whole.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Yahoo Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Parent, the Buyer and the Acquisition Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the consummation of the transactions contemplated herebyby this Agreement by Parent, the Buyer and the Acquisition Subsidiary have been duly authorized by all necessary corporate or other action on the part of each of Parent, the Buyer and the Acquisition Subsidiary (including the Merger and the Regional Stock Issuance, are in the best interests approval of Regional; (ii) adopted this Agreement; (iii) approved the Merger by Parent in its capacity as the sole stockholder of the Acquisition Subsidiary), and no other corporate or stockholder proceedings on the Regional Stock Issuance; (iv) directed that this Agreementpart of Parent, the Merger and Regional Stock Issuance be submitted Buyer or the Acquisition Subsidiary are necessary to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving authorize this Agreement and to consummate the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional andeach of Parent, the Buyer and the Acquisition Subsidiary and (assuming the due authorization, execution and delivery of this Agreement by SunLink, the Company and S Sub) constitutes the legal, valid and binding obligation of Regionaleach of Parent, the Buyer and the Acquisition Subsidiary, enforceable against Regional in accordance with its terms, subject to the Bankruptcy except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exceptionother similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).
(b) The execution and delivery of this Agreement by Regional each of Parent, the Buyer and the Acquisition Subsidiary do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Parent, the Buyer and the Acquisition Subsidiary of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Certificate of incorporationIncorporation or By-laws of Parent, bylaws the Buyer or similar governing documents of Regional or any Significant Regional the Acquisition Subsidiary, (ii) conflict in any material respect with, or result in any material violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefitobligation) under, or require a consent or waiver under, constitute a change in control under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any assetParent's, property the Buyer's, or right of Regional or any Subsidiary of Regional the Acquisition Subsidiary's material assets under, any of the terms, conditions or provisions of any Contract material note, bond, mortgage, indenture, lease, license, contract or other agreement or instrument to which Regional Parent, the Buyer, or any of such Subsidiaries the Acquisition Subsidiary is a party or by which any of them or any of their properties, rights material properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c5.3(c), conflict with or violate in any material respect, any material permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Parent, the Buyer, or any of its Significant Regional Subsidiaries the Acquisition Subsidiary or any of its or their respective properties, rights material properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Parent, the Buyer, or any the Acquisition Subsidiary or other Subsidiary of its Subsidiaries the Buyer in connection with the execution and delivery of this Agreement by Regional Parent, the Buyer or the Acquisition Subsidiary or the consummation by Regional the Parent, the Buyer or the Acquisition Subsidiary of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act, (ii) the applicable requirements of the Communications Act, (iii) the filing of the Articles Certificate of Merger with the Secretary of State; (ii) State of the filing State of Delaware and appropriate corresponding documents with the SEC Secretaries of State of other states in which the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of Company is qualified as a the Form S-4foreign corporation to transact business, (iv) the filing filings of such reports, schedules or materials with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under the Securities Act and applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and laws, (vi) any consents, authorizations, approvals, filings or exemptions required by the rules of the NYSE with respect to the shares of Parent Common Stock issuable in connection with the Merger and (vii) such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarationsapprovals and registrations as (A) may be required as a result of the Company's and its Subsidiaries' operations or assets located or conducted outside of the United States (provided that (x) the failure to file or obtain such consents, notices licenses, permits, orders, authorizations, filings, approvals, declarations or registrations or (y) the failure of such consents, licenses, permits, orders, authorizations, filings, approvals, declarations or registrations to occur, shall not materially and filings whichadversely affect, if impede or delay Parent's, the Buyer's or the Acquisition Subsidiary's ability to consummate the Merger and the transactions contemplated hereby in accordance with the terms of this Agreement) or (B) are not obtained or madematerial, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect the business and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Merger.
(d) The Regional Shareholder Approval is the only vote operations of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the MergerParent and its Subsidiaries, taken as a whole.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Each of Parent and Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated hereby. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests consummation of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including hereby have been duly authorized by all necessary corporate action on the Merger part of Parent and the Regional Stock Issuance (including any adjournment or postponement thereofSub. No vote of Parent's stockholders is required under applicable law, the “Regional Meeting”); and (v) resolved rules of The Nasdaq Stock Market or the Certificate of Incorporation or bylaws of Parent to recommend approval of approve this Agreement, Agreement or the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Merger. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Parent and delivery of this Agreement by SunLink, Sub and constitutes the valid and binding obligation of RegionalParent and Sub, enforceable against Regional in accordance with its terms, subject except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors rights generally and (ii) the Bankruptcy availability of injunctive relief and Equity Exceptionother equitable remedies.
(b) The Neither the execution and delivery of this Agreement by Regional do notAgreement, and (subject to the receipt of the Regional Shareholder Approval) nor the consummation by Regional of the transactions contemplated herein, by this Agreement shall notParent or Sub (in each case, with or without the passage of time or the giving of notice) will violate or conflict with (i) conflict with, or result in any violation or breach of, any provision of any of the articles charters or Bylaws of incorporation, bylaws Parent or similar governing documents of Regional or any Significant Regional SubsidiarySub, (ii) conflict withany mortgage, indenture, deed of trust, lease, contract, agreement, license or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract other instrument to which Regional Parent or any of such Subsidiaries Sub is a party or by which any of them they or any of their properties, rights assets or assets may be property are bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c)any statute, conflict with or violate any permitrule, concession, franchise, license, judgmentregulation, injunction, decree, order, decreejudgment or ruling of any Governmental Entity to which Parent or Sub is subject, statute, Law, ordinance, rule or regulation applicable to Regional or any of its Significant Regional Subsidiaries or any of its or their respective propertiescontract filed as an exhibit to the Parent SEC Reports, rights or assetsexcept, except in the case of clauses with respect to (ii) and (iii) of this Section 3.4(b) for any ), where such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties violation or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and conflict would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron Parent.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity, is required by or with respect to Regional Parent or any of its Subsidiaries Sub in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles Certificate of Merger with the Secretary of State; State of the State of Delaware, (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country, and (viiii) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices declarations and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron Parent.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Freemarkets Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional has Finisar and Sub have all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger execute and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that deliver this Agreement and the transactions contemplated hereby, including the Merger other Transaction Documents to which they are or will be parties and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and consummate the transactions contemplated hereby, including the Merger hereby and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)thereby. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, The execution and delivery of this Agreement and the other Transaction Documents to which Finisar or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by SunLinkall necessary corporate action on the part of Finisar and Sub, constitutes respectively. This Agreement and the other Transaction Documents to which Finisar and/or Sub are parties have been or will be duly executed and delivered by Finisar and/or Sub and constitute or will constitute the valid and binding obligation obligations of RegionalFinisar and/or Sub, enforceable against Regional Finisar and/or Sub, as the case may be, in accordance with its their respective terms, subject to the Bankruptcy except as such enforceability may be limited by (i) bankruptcy laws and Equity Exceptionother similar laws affecting creditors' rights generally and (ii) general principles of equity.
(b) The execution and delivery by Finisar and Sub of this Agreement by Regional and the other Transaction Documents to which they are or will be parties do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall hereby and thereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the articles Certificate of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional Finisar or any Significant Regional SubsidiarySub, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both (both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional benefit under, any of the termsnote, conditions mortgage, indenture, lease, contract or provisions of any Contract other agreement, instrument or obligation to which Regional Finisar or any of such Subsidiaries Sub is a party or by which any either of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Finisar or any of its Significant Regional Subsidiaries Sub or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would accelerations which are not reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron Finisar.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional Finisar, Sub or any of its their respective Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of a pre-merger notification and report form under the Articles of Merger with the Secretary of State; HSR Act, (ii) the filing with the SEC of the Joint Proxy Statement/Prospectusapplication for, and receipt of, the Permit (as defined in Section 6.8), (iii) the filing of the Certificate of Designation with the SEC, and declaration Delaware Secretary of effectiveness under State in accordance with the Securities Act, of a the Form S-4Delaware General Corporation Law, (iv) the filing of the Agreement of Merger and Officer's Certificates with the SEC California Secretary of such reports under Section 13(a) of the Exchange Act, and such other compliance State in accordance with the Exchange Act and the rules and regulations thereunderGCL, as may be required in connection with this Agreement and the Transactions; (v) if required, the filing of a report on Form 8-K with the Securities and Exchange Commission (the "SEC"), (vi) the filing of a registration statement on Form S-8 with the SEC, (vii) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; laws, and (viviii) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably be expected likely to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the Mergeron Finisar.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Finisar Corp)
Authority; No Conflict; Required Filings and Consents. (a) Regional EFTC has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuancetransactions contemplated by this Agreement. The Regional Board, at a meeting duly called execution and held, has unanimously (i) determined that delivery of this Agreement and the consummation of the transactions contemplated herebyby this Agreement by EFTC have been duly authorized by all necessary corporate action on the part of EFTC, including subject only to the Merger approval and the Regional Stock Issuance, are in the best interests adoption of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including EFTC Merger by EFTC's stockholders under the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)CBCA. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution EFTC and delivery of this Agreement by SunLink, constitutes the valid and binding obligation obligations of RegionalEFTC, enforceable against Regional in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception").
(b) The execution and delivery of this Agreement by Regional do EFTC does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles Articles of incorporation, bylaws Incorporation or similar governing documents Bylaws of Regional EFTC or any Significant Regional Subsidiaryof its Subsidiaries, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract to which Regional or any of such Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional EFTC or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, or (iii) result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or permit the acceleration of rights under or termination of any indenture, mortgage, deed or trust, credit agreement, note or other indebtedness, or any other material agreement of EFTC or any of its Subsidiaries (collectively, the "EFTC Agreements") except in the case of clauses (ii) and or (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, thataccelerations which (x) would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional an EFTC Material Adverse Effect and or (y) would not reasonably be expected to prevent, or materially substantially impair or delay, delay the ability consummation of Regional to consummate the EFTC Merger.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity") is required by or with respect to Regional EFTC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing of the Articles a Certificate of Merger with respect to the EFTC Merger with the Delaware Secretary of State; , (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, Prospectus (iiias defined in Section 3.16 below) the filing with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (viii) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or laws and the rules and regulations laws of the NYSE Amex; any foreign country and (viiv) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to (x) have a Regional an EFTC Material Adverse Effect and would not reasonably be expected to prevent, or materially (y) substantially impair or delay, delay the ability consummation of Regional to consummate the EFTC Merger.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional Seller has all requisite corporate limited partnership power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement, the Merger Agreement and the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger Transaction Agreements and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that transactions contemplated by this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; Transaction Agreements (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreementcollectively, the Merger “Transactions”). The execution and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting delivery of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger Transaction Agreements and the Regional Stock Issuance (including any adjournment or postponement thereof, consummation of the “Regional Meeting”); and (v) resolved to recommend approval Transactions by Seller have been duly authorized by all necessary limited partnership action on the part of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)Seller. This Agreement has and the Transaction Agreements have been duly executed and delivered by Regional and, assuming the due authorization, execution Seller and delivery of this Agreement by SunLink, constitutes constitute the valid and binding obligation of RegionalSeller, enforceable against Regional Seller in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Bankruptcy and Equity Exception”). Other than the consent of the general partner of Seller and the consent of the Majority Apax Holders (as defined in the limited partnership agreement of the Seller), each of which has been obtained prior to the date of this Agreement and evidence of which has been delivered to Buyer, there is no vote or consent of any partner, general or limited, or any other equity holder of Seller, required in connection with Seller’s entry into this Agreement or any other Transaction Agreement to which the Seller is a party, or with the consummation of the Transactions.
(b) The execution and delivery of this Agreement and the Transaction Agreements by Regional do Seller does not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional Seller of the transactions contemplated by this Agreement Transactions shall not, (i) conflict with, or result in any violation or breach of, or default under, any provision of the articles of incorporation, bylaws or similar governing organizational documents of Regional or any Significant Regional SubsidiarySeller, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both) a default (or give rise to a right of termination, would resultcancellation, amendment or acceleration of any obligation or loss of any benefit) under, require a consent or waiver under, require the payment of a penalty under or result in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional Seller’s assets under, any of the terms, conditions or provisions of any Contract to which Regional or any of such Subsidiaries Seller is a party or by which any of them or any of their properties, rights Seller’s properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through and (ivii) of Section 3.4(c3.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Regional Seller or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b3.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Seller Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries Seller in connection with the execution and delivery of this Agreement by Regional Seller or the consummation by Regional Seller of the transactions contemplated by this AgreementTransactions, except for (i) the filing pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Articles of Merger with the Secretary of State; “HSR Act”), (ii) the filing with the SEC as set forth in Section 3.2(c) of the Joint Proxy Statement/ProspectusSeller Disclosure Schedule, and (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permitsPermits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have result in a Regional Seller Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Stock Purchase Agreement (Endo Pharmaceuticals Holdings Inc)
Authority; No Conflict; Required Filings and Consents. (a) Regional Newpark has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, to perform its obligations hereunder and. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Newpark have been duly authorized by all necessary corporate action on the part of Newpark, subject only to the approval of this Agreement, the Merger and by Newpark's stockholders under the Regional Stock Issuance by the affirmative vote of a majority of the votes outstanding entitled to vote on the Merger and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”)DGCL. This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, execution Newpark and delivery of this Agreement by SunLink, constitutes the valid and binding obligation of RegionalNewpark, enforceable against Regional in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception").
(b) The execution and delivery of this Agreement by Regional Newpark do not, and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the articles certificate of incorporation, incorporation or bylaws or similar governing documents of Regional or any Significant Regional SubsidiaryNewpark, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or the lapse of time, or both both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any Lien on any asset, property or right of Regional or any Subsidiary of Regional under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Regional Newpark or any of such its Subsidiaries is a party or by which any of them or any of their properties, rights properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Regional Newpark or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties cancellations or Liens, and for any consents or waivers not obtained, thataccelerations which are not, individually or in the aggregate, have not had and would not reasonably be expected likely to have a Regional Newpark Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading Entity") is required by or with respect to Regional Newpark or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Regional or the consummation by Regional of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Articles pre- merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger with the Secretary of State; 1976, as amended ("HSR Act"), (ii) the filing of the Certificate of Merger with the SEC Delaware Secretary of the Joint Proxy Statement/ProspectusState, (iii) the filing of the Joint Proxy Statement (as defined in Section 3.15 below) with the Securities and Exchange Commission (the "SEC, and declaration of effectiveness under ") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act, of a the Form S-4"), (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices declarations and filings as may be required under applicable state securities or “blue sky” Laws or laws and the rules laws of any foreign country and regulations of the NYSE Amex; European Union, and (viv) any such other consents, approvals, licenses, permits, orders, authorizations, registrationsfilings, declarations, notices approvals and filings registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Regional Newpark Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerEffect.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Authority; No Conflict; Required Filings and Consents. (a) Regional The Buyer has all requisite corporate entity power and authority to enter into this AgreementAgreement and each Ancillary Agreement to which it is (or, to perform its obligations hereunder and, subject to in the approval of this Agreement, the Merger and the Regional Stock Issuance by the affirmative vote of a majority case of the votes outstanding entitled to vote on the Merger Ancillary Agreements, will be at Closing) a party and Regional Stock Issuance (the “Regional Shareholder Approval”), to consummate the Merger Acquisition and the Regional Stock Issuance. The Regional Board, at a meeting duly called and held, has unanimously (i) determined that other transactions contemplated by this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance, are in the best interests of Regional; (ii) adopted this each such Ancillary Agreement; (iii) approved the Merger and the Regional Stock Issuance; (iv) directed that this Agreement, the Merger and Regional Stock Issuance be submitted to Regional’s shareholders for approval at a meeting of the Regional shareholders for the purpose of approving this Agreement and the transactions contemplated hereby, including the Merger and the Regional Stock Issuance (including any adjournment or postponement thereof, the “Regional Meeting”); and (v) resolved to recommend approval of this Agreement, the Merger and the Regional Stock Issuance by Regional’s shareholders (the “Regional Board Recommendation”). This Agreement has been duly executed and delivered by Regional and, assuming the due authorization, The execution and delivery of this Agreement and each Ancillary Agreement to which it is (or, in the case of the Ancillary Agreements, will be at Closing) a party and the consummation of the transactions contemplated by SunLinkthis Agreement and each such Ancillary Agreement by the Buyer has been duly authorized by all necessary corporate action on the part of the Buyer. This Agreement and each Ancillary Agreement to which it is (or, in the case of the Ancillary Agreements, will be at Closing) a party has been (or, in the case of the Ancillary Agreements, will be at Closing) duly executed and delivered by the Buyer and constitutes (or, in the case of the Ancillary Agreements, will constitute at Closing) the valid and binding obligation of Regionalthe Buyer, enforceable against Regional the Buyer, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement and each Ancillary Agreement to which it is (or, in the case of the Ancillary Agreements, will be at Closing) a party by Regional the Buyer do notnot (or, in the case of the Ancillary Agreements, will not at Closing), and (subject to the receipt of the Regional Shareholder Approval) the consummation by Regional the Buyer of the Acquisition and the other transactions contemplated by this Agreement shall notand each such Ancillary Agreement will not contravene, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaws or similar governing documents of Regional or any Significant Regional Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute a default with or without notice or the lapse of time, or both under (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of timetime or both), or bothrequire any notice to, would result) or waiver, consent or approval of, any Person, or give rise to any right of termination, cancellation or acceleration, or loss of any benefit, or result in the creation or imposition of any Lien on any asset, property Liens in or right of Regional or any Subsidiary of Regional under, upon any of the termsproperties, conditions assets or provisions rights of the Buyer, or give rise to any increased, additional, accelerated, or guaranteed rights or entitlements under, (i) any provision of the certificate of incorporation or by-laws of the Buyer, (ii) any Contract to which Regional or any of such Subsidiaries the Buyer is a party or by which any of them they or any of their properties, rights respective properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule Law or regulation Order applicable to Regional the Buyer or any of its Significant Regional Subsidiaries or any of its or their respective properties, rights properties or assets, except in the case of the immediately preceding clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Regional Buyer Material Adverse Effect Effect.
(c) Except for (i) such filings and notifications as may be required or deemed desirable to submit to CFIUS or under Turkish Competition Law or (ii) any other filings or notifications the failure of which to obtain or make, as the case may be, would not reasonably be expected to preventhave, or materially impair or delaya Buyer Material Adverse Effect, the ability of Regional to consummate the Merger.
(c) No no consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Regional Capital Stock are listed for trading is required by or with respect to Regional or any of its Subsidiaries the Buyer in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which it is a party by Regional the Buyer or the consummation by Regional the Buyer of the Acquisition or the other transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the Secretary of State; (ii) the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the Form S-4, (iv) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE Amex; and (vi) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Regional Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of Regional to consummate the MergerAncillary Agreement.
(d) The Regional Shareholder Approval is the only vote of the holders of any class or series of the Regional Capital Stock necessary for the approval of the Regional Stock Issuance or for the consummation by Regional of the Merger.
Appears in 1 contract
Samples: Stock Purchase Agreement (Airspan Networks Holdings Inc.)
