Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder. ii. Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): a. contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be; b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject; c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract; d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition; e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 4 contracts
Samples: Merger Agreement (Blue Moon Group Inc), Merger Agreement (Michelex Corp), Merger Agreement (Donobi Inc)
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may beeach Acquired Company, enforceable against the each Acquired Company and Acquisition, as the case may be, in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency . Sellers and other laws affecting the rights of creditors and by general equitable principles. The Company has Acquired Companies have the absolute and unrestricted right, power, authority authority, and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith the other documents required to be delivered hereunder and to perform its their obligations hereunder and thereunderunder this Agreement.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (xA) any provision of the Organizational Documents of the Company or Acquisition, as the case may beany Acquired Company, or (yB) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beany Acquired Company;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the any Acquired Company or Acquisition Seller, or any of the assets owned or used by the Company or Acquisition any Acquired Company, may be subject;
c. (iii) contravene, conflict with with, or result in a violation of any of 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 any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;; or
d. (vii) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any Acquired Company. None of the assets owned by Sellers and the Company Acquired Companies is or Acquisition will be required to be reassessed give any notice to or revalued by obtain any taxing authority or other governmental body, except consent from any Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 3 contracts
Samples: Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BOQI International Medical, Inc.)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company (a) Such Seller has all requisite corporate, limited liability company, partnership or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, analogous power, capacity and authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and Agreement, to perform its obligations hereunder under this Agreement and thereunder.
iito consummate the Transaction. Neither The execution and delivery of this Agreement by such Seller, and the consummation by such Seller of the Transaction, have been duly and validly authorized by all necessary corporate, limited liability company, partnership or analogous action, and no other action or proceeding on the part of such Seller is necessary to authorize the execution and delivery of this Agreement or to consummate the Transaction. This Agreement has been duly and validly executed and delivered by each such Seller and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies (collectively, the “Bankruptcy and Equity Exception”).
(b) The execution, delivery and performance of this Agreement does not, and the consummation of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions willTransaction will not, directly or indirectly (with or without notice or lapse of time):
a. time or both), (i) contravene, conflict with with, or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or such Seller; (yii) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with with, or result in a violation of, or give of any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Law to which the Company or Acquisition such Seller, or any of the assets owned Securities, are subject; or used by the Company or Acquisition may be subject;
c. (iii) contravene, conflict with with, or result in a violation or breach of any provision of, or the forfeiture, impairment or acceleration of rights or obligations under, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed any contract by Company) or any Applicable Contract;
d. result which such Seller’s Securities are bound; except in the imposition or creation cases of any material encumbrance upon or with respect clauses (ii) and (iii), for such matters as would not materially adversely impact the ability of such Seller to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to perform its obligations under this Agreement or to consummate the Contemplated TransactionsTransaction.
(c) The execution and delivery of this Agreement by such Seller does not, and the consummation of the Transaction will not, require any Consent of, registration or filing with, or declaration or notification to, any Person, except for (i) applicable requirements, if any, of the Exchange Act, the Securities Act and state securities or “blue sky” laws (“Blue Sky Laws”), and (ii) such other Consents, registrations, filings, declarations or notifications the failure of which to be obtained or made would not prevent such Seller from performing its obligations under this Agreement in any material respect.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Warburg Pincus Private Equity X, L.P.), Securities Purchase Agreement (Spectrum Pharmaceuticals Inc), Securities Purchase Agreement (Flynn James E)
Authority; No Conflict. i. This Agreement (a) Each of Parent and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company Purchaser has the absolute and unrestricted right, all requisite corporate power, capacity and authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and Agreement, to perform its obligations hereunder under this Agreement and thereunder.
iito consummate the Transaction. Neither the The execution and delivery of this Agreement by each of the Company Parent and AcquisitionPurchaser, nor and the consummation or performance by each of any Parent and Purchaser of its respective obligations contained in the Transaction, have been duly and validly authorized by all necessary corporate action, and no other action or proceeding on the part of each of Parent and Purchaser is necessary to authorize the execution and delivery of this Agreement or to consummate the Transaction. This Agreement has been duly and validly executed and delivered by each of Parent and Purchaser and, assuming the due authorization, execution and delivery of this Agreement by Sellers, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against it in connection accordance with its terms, except that such enforcement may be subject to the Contemplated Transactions willBankruptcy and Equity Exception.
(b) The execution and delivery of this Agreement does not, and the consummation of the Transaction will not, directly or indirectly (with or without notice or lapse of time):
a. time or both); (i) contravene, conflict with with, or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or each of Parent and Purchaser; (yii) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with with, or result in a violation of, or give of any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Law to which the Company Parent or Acquisition Purchaser is subject; or any of the assets owned or used by the Company or Acquisition may be subject;
c. (iii) contravene, conflict with with, or result in a violation or breach of any provision of, or the forfeiture, impairment or acceleration of any rights or obligations under, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) any Contract to which Parent or any Applicable Contract;
d. result Purchaser is a party; except in the imposition cases of clauses (ii) and (iii), for such matters as would not materially adversely impact the ability of Parent or creation of any material encumbrance upon or with respect Purchaser to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to perform its obligations under this Agreement or to consummate the Contemplated TransactionsTransaction.
(c) The execution and delivery of this Agreement by Parent and Purchaser does not, and the consummation of the Transaction will not, require any Consent of, registration or filing with, or declaration or notification to, any Person, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act and Blue Sky Laws, and (ii) such other Consents, registrations, filings, declarations or notifications the failure of which to be obtained or made would not prevent Purchaser from performing its obligations under this Agreement in any material respect.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Warburg Pincus Private Equity X, L.P.), Securities Purchase Agreement (Spectrum Pharmaceuticals Inc), Securities Purchase Agreement (Flynn James E)
Authority; No Conflict. i. This Agreement (a) The Closing Documents to which the Acquired Company is a party have been authorized by the board of directors (“Board of Directors”) of the Acquired Company and, to the extent required, by the shareholders of the Acquired Company. Upon the execution and any agreement executed in connection herewith delivery by the Acquired Company or Acquisition of such Closing Documents, such Closing Documents will constitute the legal, valid valid, and binding obligations of the Company and Acquisition, as the case may beAcquired Company, enforceable against the Company and Acquisition, as the case may be, it in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency subject to bankruptcy and other laws similar Legal Requirements of general applicability relating to or affecting the creditor’s rights of creditors and by to general equitable equity principles. The execution and delivery of such Closing Documents by the Acquired Company has and the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed performance of the Contemplated Transactions by it in connection herewith and to perform its obligations hereunder and thereunderdoes not conflict with any provision of the Organizational Documents of the Acquired Company.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (xA) any provision of the Organizational Documents of the Company or Acquisition, as the case may beAcquired Company, or (yB) any resolution adopted by the board of directors or the stockholders shareholders of the Company or Acquisition, as the case may beAcquired Company;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition Acquired Company, or any of the assets owned or used by the Company or Acquisition Acquired Company, may be subject;
c. (iii) contravene, conflict with with, or result in a violation of any of 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 Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, the Acquired Company;
(iv) cause the Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by the Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;; or
d. (vii) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject toAcquired Company, or to become liable for the payment of, any tax; or
f. cause any other than Permitted Encumbrances. Except as set forth in Part 3.2 of the assets owned by Disclosure Schedule the Acquired Company is not nor will it be required to give any notice to or Acquisition to be reassessed or revalued by obtain any taxing authority or other governmental body, except Consent from any Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 3 contracts
Samples: Option Purchase Agreement (Nuvasive Inc), Option Purchase Agreement (Nuvasive Inc), Option Purchase Agreement (Nuvasive Inc)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
ii. Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO OS Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 2 contracts
Samples: Merger Agreement (Reality Wireless Networks Inc), Merger Agreement (Reality Wireless Networks Inc)
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company Buyer and Acquisition, as the case may beBuyer Principals, enforceable against the Company Buyer and Acquisition, as the case may be, Buyer Principals in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency . Each of the Buyer and other laws affecting the rights of creditors and by general equitable principles. The Company Buyer Principals has the absolute and unrestricted right, power, authority authority, and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its their obligations hereunder and thereunderunder this Agreement.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (x) any provision of the Organizational Documents of the Company Buyer or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beits subsidiaries;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company Buyer, or Acquisition or any of the assets owned or used by the Company or Acquisition its subsidiaries, may be subject;
c. (iii) contravene, conflict with with, or result in a violation or breach of any provision of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Buyer or its subsidiaries; or
(iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreementany material Contract to which the Buyer or its subsidiaries are a party.
(c) Except for compliance with any applicable requirements of the Securities Act, the PRCO Debentures (once assumed by Company) Exchange Act and state securities or "blue sky" laws, neither the Buyer nor its subsidiaries are or will be required to give any Applicable Contract;
d. result in the imposition notice to or creation of obtain any material encumbrance upon or with respect to Consent from any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the Contemplated Transactions, if anyconsummation or performance of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (One Voice Technologies Inc), Merger Agreement (Weber Dean)
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may beSeller, enforceable against the Company and Acquisition, as the case may be, Seller in accordance with their respective its terms, except as such enforceability is may be limited by bankruptcy, insolvency and other applicable bankruptcy laws affecting the rights or general principles of creditors and by general equitable principlesequity. The Company Seller has the absolute and unrestricted all corporate right, power, authority authority, and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunderunder this Agreement.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (x1) any provision of the Organizational Documents of the Company or Acquisition, as the case may beSeller, or (y2) any resolution adopted by the board partners of directors the Seller or the stockholders Board of Directors or shareholders of the Company or Acquisition, as the case may beCompany;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated herein or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition Seller, or any of the assets owned or used by the Company or Acquisition Company, may be subject;
c. (iii) contravene, conflict with with, or result in a violation of any of 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 Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company;
(iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, any Contract to which the PRCO Debentures Company is a party; or
(once assumed by Companyv) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company Company.
(c) Neither Seller or Acquisition;
e. cause the Company is or Acquisition will be required to become subject to, give any notice to or to become liable for the payment of, obtain any tax; or
f. cause Consent from any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the Contemplated Transactionsconsummation or performance of any of the transactions contemplated herein, if anyexcept as have been obtained.
(d) Seller is acquiring the Buyer Shares for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Allis Chalmers Corp), Stock Purchase Agreement (Allis Chalmers Corp)
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may beBuyer, enforceable against the Company and Acquisition, as the case may be, Buyer in accordance with their respective its terms, except as such enforceability is may be limited by bankruptcy, insolvency and other applicable bankruptcy laws affecting the rights or general principles of creditors and by general equitable principlesequity. The Company Buyer has the absolute and unrestricted right, power, and authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunderunder this Agreement.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (x1) any provision of the Organizational Documents of the Company or Acquisition, as the case may beBuyer, or (y2) any resolution adopted by the board of directors or the stockholders shareholders of the Company or Acquisition, as the case may beBuyer;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated herein or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition Buyer, or any of the assets owned or used by the Company or Acquisition Buyer, may be subject;
c. (iii) contravene, conflict with with, or result in a violation of any of 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 Buyer or that otherwise relates to the business of, or any of the assets owned or used by, Buyer;
(iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures any Contract to which Buyer is a party; or
(once assumed by Companyv) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company Buyer.
(c) Buyer was not required to give any notice to or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, obtain any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Consent from in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the Contemplated Transactions, if anyconsummation or performance of any of the transactions contemplated herein.
(d) Buyer is acquiring the Shares for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Buyer is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Allis Chalmers Corp), Stock Purchase Agreement (Allis Chalmers Corp)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company (a) Such Seller has all requisite corporate, partnership or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, similar power, capacity and authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and Agreement, to perform its obligations hereunder and thereunder.
iito consummate the transactions contemplated hereby. Neither The execution and delivery of this Agreement by such Seller, and the consummation by such Seller of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate, partnership or similar action, and no other action or proceeding on the part of such Seller is necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each such Seller and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies (collectively, the “Bankruptcy and Equity Exception”).
(b) The execution and delivery of this Agreement does not, and the consummation of the Company and Acquisition, nor the consummation or performance transactions contemplated by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions willwill not, directly or indirectly (with or without notice or lapse of time):
a. time or both), (i) contravene, conflict with with, or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or such Seller; (yii) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with with, or result in a violation of, or give of any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Law to which the Company or Acquisition such Seller, or any of the assets owned Shares, are subject; or used by the Company or Acquisition may be subject;
c. (iii) contravene, conflict with with, or result in a violation or breach of any provision of, or the forfeiture, impairment or acceleration of rights or obligations under, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, any contract by which such Seller’s Shares are bound, other than for the notes of Rho Ventures VI, LP (“Rho”) and Prentice Consumer Partners, LP (“Prentice”) that will become due and payable on a change of control; except in the cases of clauses (ii) and (iii), for such matters as would not materially adversely impact the ability of such Seller to consummate the transactions contemplated by this Agreement.
(c) The execution and delivery of this Agreement by such Seller does not, and the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any consummation of the material assets owned transactions contemplated by this Agreement will not, require any Consent of, registration or used by the Company filing with, or Acquisition;
e. cause the Company declaration or Acquisition to become subject notification to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental bodyPerson, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactionsfor (i) applicable requirements, if any, of the Exchange Act, the Securities Act and state securities or “blue sky” laws (“Blue Sky Laws”), and (ii) such other Consents, registrations, filings, declarations or notifications the failure of which to be obtained or made would not prevent such Seller from performing its obligations under this Agreement in any material respect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (RHO Ventures VI LP), Stock Purchase Agreement (Prentice Capital Management, LP)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. A. The Company has the absolute all necessary corporate power and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and, subject only to obtaining the approval of the shareholders of the Company of the Merger (the "Shareholder Approval"), to consummate the transactions contemplated hereby. The execution and thereunderdelivery of this Agreement by Company and the consummation by Company of the transactions contemplated hereby have been duly and validly approved by the Company Board of Directors, as required by applicable law and the Company Board of Directors has, as of the date of this Agreement, determined (i) that the Merger is advisable and fair to, and in the best interests of Company and its shareholders and (ii) to recommend that the shareholders of Company approve and adopt this Agreement and approve the Merger. This Agreement is, or when executed and delivered by the Company will be, a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
ii. Neither B. Except as set forth in Schedule 3.2 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement and the Stock Option Agreement by each of the Company and Acquisitionnor, nor after obtaining the Shareholder Approval, the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene(i) Contravene, conflict with with, or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beSubsidiary;
b. contravene(ii) Contravene, conflict with with, or result in a violation of, or give any governmental body or Governmental Body or, to the Knowledge of the Company, other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition the Subsidiary, or any of the assets owned or used by the Company or Acquisition the Subsidiary, may be subject;
c. (iii) Subject to the filing of the Articles of Merger with the Colorado Secretary of State, contravene, conflict with with, or result in a violation of any of 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 Company or the Subsidiary or that otherwise relates to the business of, or any of the assets owned or used by the Company or the Subsidiary;
(iv) Cause the Company or the Subsidiary to become subject to, or to become liable for the payment of, any Tax;
(v) Cause any of the assets owned by the Company or the Subsidiary to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) Contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, any material Contract to which Company or the PRCO Debentures (once assumed Subsidiary is a party or by Company) which Company or the Subsidiary or its or any Applicable Contract;of their respective properties are bound or affected; or
d. result (vii) Result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;the Subsidiary.
e. cause C. Except as set forth in Schedule 3.2 of the Company Disclosure Schedule and such other consents, authorizations, filings, approvals and registrations which, if not obtained or Acquisition to become subject tomade, would not have a Company Material Adverse Effect or to become liable for have a material adverse effect on the payment of, any tax; or
f. cause any ability of the assets owned by parties to consummate the Merger, the Company and the Subsidiary are not or Acquisition will not be required to be reassessed give any notice to or revalued by obtain any taxing authority or other governmental body, except Consent from any Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 2 contracts
Samples: Merger Agreement (Medical Dynamics Inc), Merger Agreement (Infocure Corp)
Authority; No Conflict. i. (i) This Agreement constitutes the legal, valid and any agreement executed binding obligation of Newco and BBLU, enforceable against them in connection herewith accordance with its terms, except as may be limited by Company or Acquisition bankruptcy, moratorium and insolvency laws and other laws affecting the rights of creditors generally and except as may be limited by general principles of equity. The execution and delivery by Newco and BBLU of this Agreement and the consummation by Newco and BBLU of the Merger have been duly authorized and approved by the Boards of Directors of Newco and BBLU and no other corporate proceedings on the part of Newco and BBLU are necessary to authorize this Agreement and the Merger. Upon the execution and delivery by it of the Other Agreements to which Newco is a party and the execution and delivery thereof by each other party thereto, such Other Agreements will constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may beNewco, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is may be limited by bankruptcy, moratorium and insolvency laws and other laws affecting the rights of creditors generally and except as may be limited by general equitable principlesprinciples of equity. The Company Newco has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by the Other Agreements to which it in connection herewith is a party and to perform its respective obligations hereunder under this Agreement and thereundersuch Other Agreements.
(ii. ) Neither the execution and delivery of this Agreement by each or any of the Company and AcquisitionOther Agreements, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions Merger will, directly or indirectly (with or without notice or lapse of time):
a. (1) conflict with or result in a violation or breach of, constitute (with or without notice or passage of time) a default under, result in or give any person the right of termination, cancellation, acceleration or modification in or with respect to, result in or give to any person any additional rights under, result in the creation or imposition of an Encumbrance upon the assets of Newco under any agreement or other arrangement to which Newco is a party or is bound; or
(2) contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company terms or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation requirements of, or give any governmental body or other Person Governmental Body the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief underrevoke, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravenewithdraw, conflict with or result in a violation or breach of any provision ofsuspend, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures any Governmental Authorization that is held by Newco.
(once assumed by Companyiii) or Newco is not and will not be required to give any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject notice to, or to become liable for the payment ofobtain any Consent from, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or any of the Contemplated Transactions, if anyOther Agreements or the consummation or performance of the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Blue Earth, Inc.), Merger Agreement (Blue Earth, Inc.)
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may beCompany, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency . Company’s Board of Directors has approved the Contemplated Transactions and other laws affecting has resolved to recommend the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunderContemplated Transactions for Shareholder Approval.
ii. Neither (b) Except as set forth in Schedule 3.2, neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (xA) any provision of the Organizational Documents of the Company or Acquisition, as the case may beCompany, or (yB) any resolution adopted by the board of directors or the stockholders shareholders of the Company or Acquisition, as the case may beCompany;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions Transactions, or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition a Subsidiary, or any of the assets owned or used by the Company or Acquisition a Subsidiary, may be subject;
c. (iii) contravene, conflict with with, or result in a violation of any of the terms of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Company or a Subsidiary or that otherwise relates to the business of, or any of the assets owned or used by, Company or a Subsidiary;
(iv) cause Parent or Company or any Subsidiary to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned or used by Company or a Subsidiary to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) any Contract to which Company or any Applicable Contracta Subsidiary is bound;
d. (vii) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any taxa Subsidiary; or
f. cause (viii) contravene, conflict with, or result in a violation, breach, or acceleration of any provision of the assets owned by the any employment agreement between Company or Acquisition any Subsidiary and any employee of Company or such Subsidiary. Except as set forth in Schedule 3.2, neither Company nor a Subsidiary is or will be required to be reassessed give any notice to or revalued by obtain any taxing authority or other governmental body, except Consent from any Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
(c) No provision of any Tennessee anti-takeover law applies to the Contemplated Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Summit America Television Inc /Tn/), Merger Agreement (Scripps E W Co /De)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. (a) The Company has all the absolute requisite corporate power and unrestricted right, power, authority and capacity to execute and deliver this Agreement and, subject to the requisite approval of this Agreement by the holders of the issued and any agreement executed outstanding Common Stock with respect to the Merger, if such is required by it in connection herewith applicable law, to consummate the transactions contemplated by this Agreement, including but not limited to, the Transactions, and to perform its obligations hereunder under this Agreement. The execution, delivery, and thereunderperformance by the Company of this Agreement, and the consummation of the Transactions, have been duly authorized by all necessary corporate action in respect thereof on the part of the Company and, except for the approval of this Agreement by the requisite holders of the issued and outstanding shares of Common Stock in the case of a Merger (if required), no other corporate action is required on the part of the Company to authorize the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution, and delivery hereof by the Parent and the Purchaser, this Agreement constitutes a legal, valid, and binding obligation of the Company enforceable against it in accordance with its terms (except to the extent as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought).
ii. (b) Neither the execution and delivery by the Company of this Agreement by each of the Company and AcquisitionAgreement, nor the consummation by the Company of the Transactions, nor compliance by the Company with any of the terms or performance by each provisions herein, will (i) conflict with or violate any provision of its Certificate of Incorporation or Bylaws, (ii) violate, conflict with, or result in a breach of any of its respective obligations contained in this Agreement term, condition, or in connection with the Contemplated Transactions willprovision of, directly or indirectly constitute a default (with or without notice or the lapse of time):
a. contravene, conflict with or both) under, or give rise to any right of termination, cancellation, or acceleration of any obligation or the loss of a benefit under, or require a consent pursuant to, or result in a violation the creation of any claim, lien, pledge, security interest, charge, or other encumbrance of any kind whatsoever (x“Liens”) upon any provision of the Organizational Documents material assets or properties of the Company or Acquisitionits Subsidiaries pursuant to, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions terms, provisions, or to exercise conditions of any remedy loan or obtain any relief undercredit agreement, any Legal Requirement note, bond, mortgage, indenture, deed of trust, license, agreement, contract, lease, Permit, concession, franchise, plan, or any Order other instrument or obligation to which the Company or Acquisition its Subsidiaries are a party or by which any of their assets or properties may be bound or affected, (iii) require any notice, registration, declaration, or filing by the Company with, or Permit, authorization, approval, or consent of, or exemption or waivers by, or any action by any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “Governmental Entity”) or any other Person other than (A) in connection or compliance with the provisions of applicable state corporate and securities laws, the United States federal securities laws, and rules of Nasdaq, and (B) the filing of the Certificate of Merger or the Certificate of Ownership and Merger, as applicable (Sections 3.2(b)(iii)(A) and (B), collectively, the “Regulatory Filings”), or (iv) materially conflict with or violate any material judgment, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or its Subsidiaries or any of their assets or properties; except in the assets owned case of Section 3.2(b)(ii) and (iv) of this Agreement for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations, losses, or used by failures (other than those relating to real property leases) which would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or Acquisition may be subject;
c. contravenethe Transactions, conflict with and which would not prevent or result in a violation or breach of any provision of, or give any Person materially delay the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any consummation of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 2 contracts
Samples: Merger Agreement (Eagle Supply Group Inc), Merger Agreement (Gulfside Supply, Inc.)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. (a) The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement Agreement, to consummate the Exchange and any agreement executed by it in connection herewith the other transactions contemplated hereby and to perform its obligations hereunder and thereunderunder this Agreement.
ii. (b) Neither the execution and execution, delivery or performance of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each the Company of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of timetime or both):
a. contravene, conflict with or result in a violation of (xi) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of (A) any provision of the Organizational Documents of the Company, (B) any resolution adopted by the Board of Directors, or any committee thereof, or the stockholders of the Company, (C) any legal requirement or any Governmental Order to which the Company or any of the properties or assets owned or used by the Company may be subject, or (D) any authorization, license or permit of any Governmental Authority, including any private investigatory license or other similar license, which is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company;
(ii) result in a violation or breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any Person entitlement to any payment or benefit or require the right consent or approval of or any notice to declare or filing with any third party under any Contract to which the Company is a default party or exercise any remedy underto which it or its properties or assets may be bound, or to accelerate require the maturity consent or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) approval of or any Applicable Contract;notice to or filing with any Governmental Authority to which the Company or its properties or assets may be subject; or
d. (iii) result in the imposition or creation of any material encumbrance Encumbrance (other than Permitted Encumbrances) upon or with respect to any of the material properties or assets owned or used by the Company Company; except, with respect to clauses (i)(C) or Acquisition;
e. cause (D), (ii) or (iii) of this Section 4.2, where any such contravention, conflict, violation, breach, default, termination right, cancellation or acceleration right or Encumbrance would not have a Material Adverse Effect or would not adversely affect the ability of the Company or Acquisition to become subject to, or to become liable for consummate the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement Exchange or the Contemplated Transactions, if anyother transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Ocean West Holding Corp), Securities Purchase Agreement and Plan of Reorganization (IGIA, Inc.)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. (a) The Company has the absolute requisite corporate power and unrestricted right, power, authority and capacity to execute and deliver this Agreement and, subject to the requisite approval of this Agreement by the holders of the issued and any agreement executed by it in connection herewith outstanding Common Stock with respect to the Merger, to consummate the Transactions, and to perform its obligations hereunder under this Agreement. The execution, delivery, and thereunderperformance by the Company of this Agreement, and the consummation of the Transactions, including the Merger, have been duly authorized by all necessary corporate action in respect thereof on the part of the Company, subject in the case of the consummation of the Merger to the requisite adoption of the Agreement by the holders of the outstanding shares of Common Stock. Except for the approval of this Agreement and adoption of the Merger by the requisite holders of the issued and outstanding shares of Common Stock, no other corporate action is required on the part of the Company to authorize the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution, and delivery hereof by the Parent and the Purchaser, this Agreement is a valid and binding obligation of the Company enforceable against it in accordance with their respective terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors’ rights generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the “Bankruptcy and Equity Exceptions”)).
ii. (b) Neither the execution and delivery by the Company of this Agreement Agreement, or the consummation by each the Company of the Company and AcquisitionTransactions, nor compliance by the consummation Company with any of the terms or performance by each provisions herein, will: (i) conflict with or violate any provision of its Certificate of Incorporation or Bylaws, (ii) violate, conflict with, or result in a breach of any of its respective obligations contained in this Agreement term, condition, or in connection with the Contemplated Transactions willprovision of, directly or indirectly constitute a default (with or without notice or the lapse of time):
a. contravene, conflict with or both) under, or give rise to any right of termination, cancellation, or acceleration of any obligation or the loss of a benefit under, or require a consent pursuant to, or result in a violation the creation of (x) any provision of the Organizational Documents Lien upon any material assets or properties of the Company or Acquisitionany Company Subsidiary pursuant to, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions terms, provisions, or to exercise conditions of any remedy loan or obtain any relief undercredit agreement, any Legal Requirement note, bond, mortgage, indenture, deed of trust, license, agreement, contract, lease, Permit, concession, plan, or any Order other instrument or obligation to which the Company or Acquisition any Company Subsidiary is a party or by which any of their respective assets or properties may be bound or affected, (iii) require any notice, registration, declaration, or filing by the Company with, or Permit, authorization, approval, or consent of, or exemption or waivers by, or any action by any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “Governmental Entity”) or any other Person other than (A) in connection or compliance with the provisions of applicable state corporate and securities Laws, the United States federal securities Laws, the HSR Act and any other applicable Antitrust Law, and rules of Nasdaq, and (B) the filing of the Certificate of Merger (Sections 4.2(b)(iii)(A) and (B), collectively, the “Regulatory Filings”), or (iv) conflict with or violate any judgment, order, writ, Injunction, decree, or Law applicable to the Company or any Company Subsidiary or any of the their assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result properties; except in the imposition case of clauses (ii) through (iv) of this Section 4.2(b), as would not have, individually or creation of any material encumbrance upon or with respect to any of in the material assets owned or used by aggregate, a Material Adverse Effect on the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if anyCompany.
Appears in 2 contracts
Samples: Merger Agreement (Mobius Management Systems Inc), Merger Agreement (Mobius Management Systems Inc)
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company Xxxxx and Acquisition, as the case may beMerger Sub, enforceable against the Company Xxxxx and Acquisition, as the case may be, Merger Sub in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency . Xxxxx and other laws affecting the rights of creditors and by general equitable principles. The Company has Merger Sub have the absolute and unrestricted right, power, authority authority, and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunderAgreement.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (xA) any provision of the Organizational Documents of the Company Xxxxx or Acquisition, as the case may beMerger Sub, or (yB) any resolution adopted by the board of directors or the stockholders of the Company Xxxxx or Acquisition, as the case may beMerger Sub;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company Xxxxx or Acquisition Merger Sub, or any of the assets owned or used by the Company Xxxxx or Acquisition Merger Sub, may be subject;
c. (iii) contravene, conflict with with, or result in a violation of any of 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 Xxxxx or Merger Sub or that otherwise relates to the business of, or any of the assets owned or used by, Xxxxx or Merger Sub; or
(iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, any Xxxxx Applicable Contract; the effect of which would cause an Xxxxx Material Adverse Effect or would prevent or delay the Merger or otherwise prevent Xxxxx or Merger Sub from performing their respective obligations under this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result . Except as set forth in the imposition or creation of any material encumbrance upon or with respect to any Part 5.2 of the material assets owned Xxxxx Disclosure Letter, neither Xxxxx nor Merger Sub is or used by the Company will be required to give any notice to or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, obtain any tax; or
f. cause Consent from any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 2 contracts
Samples: Merger Agreement (Primal Solutions Inc), Agreement and Plan of Merger (Avery Communications Inc)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid and binding obligations obligation of the Company and Acquisition, as the case may beSeller, enforceable against the Company and Acquisition, as the case may be, Seller in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company Seller has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
iithe Shares. Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions transactions contemplated hereunder will, directly or indirectly (with or without notice or lapse of time):
a. (a) contravene, conflict with with, or result in a violation of (xi) any provision of the Organizational Documents of the Company or Acquisition, as the case may beSeller, or (yii) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beSeller;
b. (b) except for any required approvals of the Turkish Regulatory Authorities, contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereunder or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company Seller, or Acquisition the Company, or any of the assets owned or used by the Company Seller, or Acquisition the Company, may be subject;
c. (c) except for any required approvals of the Turkish Regulatory Authorities, contravene, conflict with with, or result in a violation of any of 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 Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company;
(d) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, modify or modifyrequire any notice under, this Agreementany agreement, Contract, lease, license, document, instrument or other arrangement to which the PRCO Debentures Company is a party or to which any of its property is subject; or
(once assumed by Companye) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if anyCompany.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Transatlantic Petroleum Ltd.)
Authority; No Conflict. i. (a) Subject to the entry of the Agreement Order, the Company has the requisite corporate power and authority (i) to enter into, execute and deliver this Agreement and the Chapter 11 Plan and (ii) subject to the Confirmation Order having become a Final Order, to consummate the Contemplated Transactions, and has taken all necessary corporate action required for the due authorization, execution and delivery of this Agreement and the Chapter 11 Plan and the consummation of the Contemplated Transactions, including without limitation the issuance of the Shares. This Agreement has been duly executed and any agreement executed in connection herewith delivered by Company or Acquisition constitute the Company, and, subject to the entry of the Agreement Order, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and Acquisition, as the case may beCompany, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective its terms. Subject to Bankruptcy Court Approval, except as such enforceability is limited the Chapter 11 Plan has been duly executed and delivered by bankruptcythe Company, insolvency and, subject to the entry of the Confirmation Order, the Chapter 11 Plan constitutes the legal, valid and other laws affecting binding obligation of the rights of creditors and by general equitable principles. The Company, enforceable against the Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform accordance with its obligations hereunder and thereunderterms.
ii. Neither (b) Except as set forth on Schedule 2.5(b) or permitted under the Chapter 11 Plan, neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. time or both): (i) contravene, conflict with with, or result in a violation of (x1) any provision of the Organizational Documents of the Company or Acquisition, as the case may beany of its Subsidiaries, or (y2) any resolution adopted by the board of directors (or similar governing body) or the stockholders of the Company or Acquisitionany of its Subsidiaries; (ii) subject to each of the Agreement Order and the Confirmation Order having become a Final Order, as the case may be;
b. contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge this Agreement or any of the Contemplated Transactions pursuant to, or to exercise any remedy or obtain any relief under, any pending, outstanding or existing Legal Requirement or any Order to which the Company or Acquisition any of its Subsidiaries, or any of the assets owned or used by the Company or Acquisition any of its Subsidiaries, may be subject;
c. ; or (iii) contravene, conflict with or result in a violation or breach of any provision of, or give rise to any Person the right to declare a default of termination, acceleration or exercise any remedy cancellation under, or any Contract to accelerate which the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) Company or any Applicable Contract;
d. result of its Subsidiaries is a party or which any of the Company’s or any of its Subsidiaries’ properties or assets are bound; except, in the imposition case of the immediately preceding clause (iii), where such occurrence, event or creation result would not reasonably be expected to have a Material Adverse Effect. Except for (w) the Confirmation Order and the Agreement Order becoming Final Orders, (x) the filing of any material encumbrance upon or a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act with respect to any the Shares, (y) compliance with the applicable requirements of the material assets owned or used by HSR Act, if required, and (z) compliance with the DIP Credit Agreement (including receipt of any consents required thereunder), the Company or Acquisition;
e. cause the Company or Acquisition is not and will not be required to become subject give any notice to, make any filing with or to become liable for the payment ofobtain any Consent from, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the Chapter 11 Plan, or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 2 contracts
Samples: Stock Purchase and Backstop Agreement (Kv Pharmaceutical Co /De/), Stock Purchase and Backstop Agreement (Deutsche Bank Ag\)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, Acquisition in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
ii. Neither Except as set forth in Schedule 4.1(b) hereto, neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, will directly or indirectly (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders shareholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SZM Distributors Inc), Agreement and Plan of Merger (Jill Kelly Productions Holding, Inc.)
Authority; No Conflict. i. (a) At the Closing, the execution, delivery and performance of this Agreement and the Contemplated Transactions will have been duly authorized by all necessary action on the part of the Company. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid and binding obligations obligation of the Company and Acquisition, as the case may beCompany, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, power and authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunderhereunder.
ii. Neither (b) Except as set forth in Schedule 4.4 neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly will (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (x1) any provision of the Organizational Documents of the Company or Acquisition, as the case may beMagellan Companies, or (y2) any resolution adopted by the board of directors (or the stockholders similar governing body) of the Company or Acquisition, as the case may beany Magellan Company;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition any Magellan Company, or any of the assets owned or used by the Company or Acquisition any Magellan Company, may be subject;
c. (iii) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default under or exercise terminate, any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures Contract; or
(once assumed by Companyiv) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by any Magellan Company; except, in the case of clauses (ii), (iii) and (iv) above, where such occurrence would not be reasonably likely to have a Material Adverse Effect. Except for (i) the Confirmation Order, (ii) compliance with the HSR Act, (iii) where the failure to give any notice or obtain any Consent would not be reasonably likely to have a Material Adverse Effect and (iv) as set forth in Schedule 4.4, no Magellan Company is or Acquisition;
e. cause the Company will be required to give any notice to or Acquisition to become subject to, or to become liable for the payment of, obtain any tax; or
f. cause Consent from any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of the Contemplated Transactions, if any.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Magellan Health Services Inc), Stock Purchase Agreement (Magellan Health Services Inc)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may beCompany, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
ii. Neither the execution and delivery of this Agreement by each of the Company and AcquisitionCompany, nor the consummation or performance by each it of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may beCompany, or (y) any resolution adopted by the board of directors or the stockholders of the Company or AcquisitionCompany, as the case may be;
b. contravene, conflict with or result in a material violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or AcquisitionCompany;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 2 contracts
Samples: Merger Agreement (Greenshift Corp), Merger Agreement (GS Energy CORP)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
ii. Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions Merger will, directly or indirectly (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation of (x) any provision of the certificate of incorporation or by-laws (the "Organizational Documents Documents") of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions Merger or to exercise any remedy or obtain any relief under, any Legal Requirement legal requirement or any Order order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO CGMI Debentures (once assumed by Company) or any Applicable Contractcontract or agreement to which Company and Acquisition are bound;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated TransactionsMerger, if any.
Appears in 2 contracts
Samples: Merger Agreement (Delivery Now Corp), Merger Agreement (Delivery Now Corp)
Authority; No Conflict. i. (a) Each Debtor has the requisite corporate, partnership, or limited liability company (as applicable) power and authority (i) to enter into, execute and deliver this Agreement and the Plan and (ii) subject to entry by the Bankruptcy Court of the Agreement Order and the Confirmation Order, to consummate the Contemplated Transactions, and has taken all necessary corporate, partnership or limited liability action required for (x) the due authorization, execution and delivery of this Agreement and (y) the due authorization, execution and filing with the Bankruptcy Court of the Plan and (z) the performance and consummation of the Contemplated Transactions. This Agreement has been duly executed and any agreement executed in connection herewith delivered by Company or Acquisition constitute each Debtor, and, subject to the entry of the Agreement Order, and due execution of this Agreement by the Backstop Equity Investors, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and Acquisition, as the case may beCompany, enforceable against the Company and Acquisition, as the case may be, each Debtor in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company Plan has been duly executed and delivered by each Debtor, and, subject to entry of the absolute Confirmation Order, the Plan constitutes the legal, valid and unrestricted rightbinding obligation of each Debtor, power, authority and capacity to execute and deliver this Agreement and any agreement executed by enforceable against it in connection herewith and to perform accordance with its obligations hereunder and thereunderterms.
ii. (b) Neither the execution and delivery of this Agreement by each of or the Company and Acquisition, Plan nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of timetime or both):
a. (i) contravene, conflict with with, or result in a violation of (x1) any provision of the Organizational Documents of the Company or Acquisition, as the case may beany of its Subsidiaries, or (y2) any resolution adopted by the board of directors (or similar governing body) or the stockholders of the Company or Acquisition, as the case may beany of its Subsidiaries;
b. (ii) contravene, conflict with or result in a violation of, or give of any governmental body or other Person existing Law as in effect on the right to challenge any date of this Agreement and/or as in effect on the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Effective Date to which the Company or Acquisition any of its Subsidiaries, or any of the assets properties, assets, rights or interests owned or used by the Company or Acquisition any of its Subsidiaries, may be subject;
c. (iii) contravene, conflict with or result in a violation or breach of any provision of, or give rise to any Person the right to declare a default of termination, acceleration or exercise any remedy cancellation under, or any Contract to accelerate which the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) Company or any Applicable Contract;of its Subsidiaries is a party or which any of the Company’s or any of its Subsidiaries’ properties or assets are bound; or
d. (iv) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets assets, properties, rights or businesses owned or used by the Company or Acquisition;any of its Subsidiaries; except, in the case of clauses (ii), (iii) and (iv) above, where such occurrence, event or result would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
e. cause (c) Except as set forth on Schedule 2.4(c), neither the Company or Acquisition nor any of its Subsidiaries will be required to become subject give any notice to, make any filing with or to become liable for the payment ofobtain any Consent from, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the execution and filing with the Bankruptcy Court of the Plan, or the performance or consummation of any of the Contemplated Transactions, if anyexcept in any such case where the failure to obtain such notice, consent or filing would not individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Backstop Stock Purchase Agreement (Keystone Automotive Operations Inc)
Authority; No Conflict. i. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby, except for the Company Stockholder Approval. This Agreement has been duly executed and any agreement executed in connection herewith delivered by the Company or Acquisition and, assuming the due authorization, execution and delivery hereof by Parent, Merger Sub and the Stockholder Representatives, constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective its terms, except as to the extent that enforceability may be limited by the effect, if any, of (i) any applicable bankruptcy, reorganization, insolvency, moratorium or other Legal Requirements affecting the enforcement of creditors’ rights generally, and (ii) general principles of equity, regardless of whether such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it considered in connection herewith and to perform its obligations hereunder and thereundera proceeding at law or in equity.
ii. (b) Neither the execution and delivery by the Company of this Agreement by each of the Company and AcquisitionAgreement, nor the consummation of the transactions contemplated hereby will conflict with, or performance by each of result in any of its respective obligations contained in this Agreement breach or in connection with the Contemplated Transactions willviolation of, directly or indirectly default under (with or without notice or lapse of time):
a. contravene, conflict with or result in both), or the creation or imposition of any Lien on any assets, or give rise to a violation right of termination, cancellation or obligation or loss of any benefit under (xi) assuming receipt of the Company Stockholder Approval, any provision of the Organizational Documents Company Certificate of Incorporation or the Company Bylaws, or other equivalent charter documents of any Company Subsidiary, (ii) assuming the consents, waivers and approvals set forth in Section 2.3(b) of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief underDisclosure Schedule are duly obtained, any Legal Requirement mortgage, indenture, lease contract, agreement, instrument or any Order understanding to which the Company or Acquisition any Company Subsidiary is a party or to which any of their respective properties or assets are bound or (iii) subject to the exceptions set forth in the sentence that immediately follows, any Legal Requirement applicable to the Company, any Company Subsidiary or any of their respective properties or assets, except, in the assets owned case of clauses (ii) and (iii) above, any such conflicts, breaches, violations, defaults, Liens, rights or used losses which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except for (A) the filing of the Certificate of Merger and the related certificate of incorporation of the Surviving Corporation in accordance with the requirements of Delaware Law and (B) such other actions by, notices to, filings with, permits, authorizations, consents and approvals of, any court, nation, government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of, or pertaining to, government (a “Governmental Entity”) or any arbitral body, the failure to make or obtain which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no action by, notice to, filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, transactions contemplated by this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Merger Agreement (Colt Defense LLC)
Authority; No Conflict. i. (a) This Agreement constitutes the legal, valid, and any agreement executed binding obligation of Seller, enforceable against Seller in connection herewith accordance with its terms. Upon the execution and delivery by Company or Acquisition Seller and the other parties thereto of the Escrow Agreement, the Escrow Agreement will constitute the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may beSeller, enforceable against the Company and Acquisition, as the case may be, Seller in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company Seller has the absolute corporate power and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith the Escrow Agreement and to perform its obligations hereunder under this Agreement and thereunderthe Escrow Agreement.
ii. Neither (b) Except as set forth on Schedule 3.2, neither the execution and ------------ delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beAcquired Companies;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the any Acquired Company or Acquisition Seller, or any of the assets owned or used by the Company or Acquisition any Acquired Company, may be subject;
c. (iii) contravene, conflict with with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any material Applicable Contract;; or
d. (iv) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the any Acquired Company. Except as set forth in Schedule 3.2, neither Seller nor any Acquired Company is ------------ or Acquisition;
e. cause the Company will be required to give any notice to or Acquisition to become subject to, or to become liable for the payment of, obtain any tax; or
f. cause Consent from any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Stock Purchase Agreement (Measurement Specialties Inc)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
ii. Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. other than with respect to federal and state securities laws which are limited to the Company's knowledge based on the opinions received by the Company referenced in Sections 6.2(b) and 6.2 (c), contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO OS Debentures (once assumed by Company) or any Applicable Contract, where such contravention, conflict, violation or breach is reasonably likely to have a Material Adverse Effect;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. to the Company's knowledge, cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax, where such contravention, conflict, violation or breach is reasonably likely to have a Material Adverse Effect; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Merger Agreement (Insite Vision Inc)
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid and binding obligations obligation of the Company and Acquisition, as the case may beCompany, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity. Upon the execution and Acquisitiondelivery by the Company, as each of the case may beTransaction Documents will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability is enforcement may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights or by principles of creditors and by general equitable principlesequity. The Company has the absolute all requisite corporate power and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith the Transaction Documents and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company’s Board of Directors and the Company Stockholders, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby.
ii. Neither (b) Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly transactions contemplated hereby will (with or without notice or lapse of time):
a. contravene, i) conflict with or result in a violation violate the Certificate of (x) any provision Incorporation or Bylaws of the Organizational Documents of the Company or AcquisitionCompany, as the case may be, or (yii) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation ofviolate any Law applicable to the Company, or give Order of any governmental body Governmental Authority or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order arbitrator to which the Company or Acquisition or any of the its assets owned or used by the Company or Acquisition may be are subject;
c. contravene, conflict with or result in a violation or (iii) breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, this Agreement, any Material Contract or otherwise cause any Person to terminate a material relationship with the PRCO Debentures Company that would have a Material Adverse Effect; or (once assumed by Companyiv) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance Lien upon or with respect to any of the material assets owned or used by of the Company or Acquisition;that would have a Material Adverse Effect.
e. cause (c) Except as set forth in Schedule 3.2(c), the Company is not or Acquisition will not be required to become subject to, give any notice to or to become liable for the payment of, obtain any tax; or
f. cause consent from any of the assets owned by the Company Governmental Authority or Acquisition to be reassessed or revalued by from any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the Contemplated Transactions, if anyconsummation of the transactions contemplated hereby.
Appears in 1 contract
Authority; No Conflict. i. Seller has all requisite corporate power and authority to enter into this Agreement and, subject to the Seller Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and, subject to the Seller Shareholder Approval, the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and any agreement executed in connection herewith delivered by Company or Acquisition constitute the legal, Seller and constitutes a valid and binding obligations obligation of the Company and Acquisition, as the case may be, Seller enforceable against the Company and Acquisition, as the case may be, in accordance with their respective its terms, except as such to the extent that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity regardless of whether enforceability is limited by bankruptcyconsidered in a proceeding in equity or at law. Except as set forth in Schedule 3.1(c) with respect to Contracts which would require a Consent to the assignment thereof, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
ii. Neither the execution and delivery of this Agreement by each Seller does not, and the consummation of the Company and Acquisitiontransactions contemplated hereby by Seller will not, nor the consummation conflict with, or performance by each of result in any of its respective obligations contained in this Agreement violation of, or in connection with the Contemplated Transactions will, directly or indirectly default (with or without notice or lapse of time):
a. contravene, conflict or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or the creation of a Lien, pledge, security interest or other encumbrance on assets or property, right of first refusal with respect to any asset or result in property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a violation of (x“Violation”) pursuant to, any provision of the Organizational Documents Amended and Restated Certificate of the Company Incorporation or Acquisition, as the case may be, or (y) any resolution adopted by the board Bylaws of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with Seller or result in a violation ofany Violation of any loan or credit agreement, or give any governmental body note, mortgage, indenture, lease, Benefit Plan or other Person the right Contract, Seller Permit, concession, franchise, license, or, to challenge Seller’s Knowledge, Law applicable to Seller or its properties or assets. No Consent from any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used Governmental Entity is required by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Seller in connection with the transfer execution and delivery of real estate pursuant to this Agreement by Seller or the Contemplated Transactions, if anyconsummation by Seller of the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Aros Corp)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company Wedge has the absolute requisite corporate power and unrestricted right, power, authority and capacity to execute and deliver enter into this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder hereunder. This Agreement has been duly executed and thereunder.
iidelivered by Wedge and constitutes a valid and binding obligation of Wedge, enforceable against Wedge in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies. Neither Except as disclosed in the Disclosure Letter, the execution and delivery by Wedge of this Agreement by each and the completion of the Company and Acquisitiontransactions contemplated hereby will not:
(i) result in the breach of or violate any term or provision of the articles, nor by laws or other constating documents of Wedge or its Subsidiary;
(ii) result in the consummation or performance by each creation of any Encumbrance upon any of its respective obligations contained Wedge’s assets;
(iii) require any consent, approval or notice under, conflict materially with, result in this Agreement a material breach of, constitute a material default (or in connection an event which, with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravenetime or both, conflict with would constitute a material default) under, require any consent, approval or notice under, or accelerate or permit the acceleration of the performance required by, or result in granting to a third party a right to increase fees or other payments by Wedge or its Subsidiary or a right to reduce any payments that would otherwise become payable to Wedge or its Subsidiary, or result in granting to a third party a right of first refusal, first opportunity, or other right or option or assets to Wedge or its Subsidiary, or result in a violation right of (x) any provision of the Organizational Documents of the Company termination, cancellation or Acquisition, as the case may beacceleration under, or (y) cause any resolution adopted by the board of directors obligation or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation ofindebtedness to come due before its stated maturity, or give cause any governmental body credit commitment to cease to be available, or cause any payment or other Person the right material obligation to challenge be imposed upon Wedge or its Subsidiary pursuant to any Contract; or
(iv) violate any material terms or provisions of any of the Contemplated Transactions or to exercise any remedy or obtain any relief underEnvironmental Permits, any Legal Requirement or any Order to which the Company or Acquisition order of any court, Governmental Entity or any applicable Law or rules and regulations of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if anyCNSX.
Appears in 1 contract
Samples: Arrangement Agreement
Authority; No Conflict. i. (a) Each of HospiScript and Concept has full power and authority to execute and deliver and to perform its obligations under this Agreement, and the execution, delivery and performance by HospiScript and Concept of this Agreement, and the consummation of the Contemplated Transactions, have been duly and validly authorized by all necessary actions of HospiScript and Concept and their respective Members and Boards of Managers (none of which has been modified or rescinded and all of which actions are in full force and effect). No other action on the part of HospiScript or Concept is necessary to authorize the execution and delivery of this Agreement or the performance of its obligations hereunder. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, constitutes a valid and binding obligations agreement and obligation of the Company HospiScript and Acquisition, as the case may beConcept, enforceable against the Company HospiScript and Acquisition, as the case may be, Concept in accordance with their respective its terms, except as such enforceability is may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunderEnforceability Exceptions.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company HospiScript and Acquisition, Concept nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or will (i) give any Person the right to declare prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to any provision of the Company’s Organizational Documents, any Legal Requirement or Order to which the Company may be subject or any Contract to which the Company is a party or by which the Company may be bound, (ii) violate any Legal Requirement or Order to which the Company may be subject or (iii) conflict with, result in a breach of, constitute a default or exercise any remedy under, or to accelerate result in the maturity or performance acceleration of, or create in any Person the right to accelerate, terminate, modify or cancel, terminate any Contract to which the Company is a party or modify, this Agreementby which the Company may be bound.
(c) Except as set forth in Section 4.3(c) of the Disclosure Schedule, the PRCO Debentures (once assumed by Company) or Company is not and will not be required to obtain any Applicable Contract;
d. result in the imposition or creation of Consent from any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Healthextras Inc)
Authority; No Conflict. i. This Agreement 5.2.1 Buyer has all requisite corporate power and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and Agreement, to perform its obligations hereunder and thereunder.
iito consummate the transactions to which it is a party that are contemplated by this Agreement. Neither the The execution and delivery of this Agreement by each Buyer and the consummation by Buyer of the Company transactions to which it is a party that are contemplated by this Agreement by Buyer have been duly authorized by all necessary corporate action on the part of Buyer, and Acquisitionno stockholder votes are necessary, nor to authorize this Agreement and any ancillary agreements or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency, moratorium or other similar Laws affecting creditor’s rights and remedies generally.
5.2.2 The execution and delivery of this Agreement by Buyer does not, and the consummation or performance by each Buyer of any of its respective obligations contained in the transactions to which it is a party that are contemplated by this Agreement will not, (i) conflict with, or result in connection with any violation or breach of, any provision of the Contemplated Transactions willCertificate of Incorporation or Bylaws of Buyer, directly (ii) result in any violation or indirectly breach of, or constitute (with or without notice or lapse of time):
a. contravene, or 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, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Buyer or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 5.2.3, conflict with or result violate any permit, concession, franchise, license, judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to Buyer or any of its Subsidiaries or any of its or their properties or assets, except in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may beof clauses (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or (y) any resolution adopted by accelerations which would not materially impair or delay the board of directors Closing.
5.2.3 To Buyer’s knowledge, no consent, approval, order or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation authorization of, or give any governmental body registration, declaration or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief underfiling with, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used Governmental Entity is required by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to Buyer or any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except its Subsidiaries in connection with the transfer execution and delivery of real estate pursuant to this Agreement and the ancillary agreement by Buyer or the Contemplated Transactionsconsummation by Buyer or its Subsidiaries of the transactions to which it is or they are a party that are contemplated hereby or thereby, except for the filing of the pre-merger notification report under the HSR Act, if anyapplicable.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Real Estate (Pinnacle Entertainment Inc)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
ii. Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO BOCI Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 1 contract
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company Corporation has the absolute requisite corporate power and unrestricted right, power, authority and capacity to execute and deliver enter into this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder hereunder. This Agreement has been duly executed and thereunder.
iidelivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against The Corporation in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies. Neither the The execution and delivery by the Corporation of this Agreement by each and the completion of the Company and Acquisitiontransactions contemplated hereby will not:
(i) result in the breach of or violate any term or provision of the articles, nor by laws or other constating documents of the consummation Corporation or performance by each of any of its respective obligations contained Subsidiaries;
(ii) result in this Agreement the creation of any Encumbrance upon any of the Corporation’s assets;
(iii) require any consent, approval or notice under, conflict materially with, result in connection a material breach of, constitute a material default (or an event which, with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravenetime or both, conflict with would constitute a material default) under, require any consent, approval or notice under, or accelerate or permit the acceleration of the performance required by, or result in granting to a third party a right to increase fees or other payments by the Corporation or any of its Subsidiaries or a right to reduce any payments that would otherwise become payable to the Corporation or any of its Subsidiaries, or result in granting to a third party a right of first refusal, first opportunity, or other right or option or assets to the Corporation or any of its Subsidiaries, or result in a violation right of (x) any provision of the Organizational Documents of the Company termination, cancellation or Acquisition, as the case may beacceleration under, or (y) cause any resolution adopted by the board of directors obligation or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation ofindebtedness to come due before its stated maturity, or give cause any governmental body credit commitment to cease to be available, or cause any payment or other Person material obligation to be imposed upon the right Corporation or any of its Subsidiaries pursuant to challenge any Contract; or
(iv) violate any material terms or provisions of any of the Contemplated Transactions or to exercise any remedy or obtain any relief underEnvironmental Permits, any Legal Requirement or any Order to which the Company or Acquisition order of any court, Governmental Entity or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if anyapplicable Law.
Appears in 1 contract
Samples: Arrangement Agreement
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
ii. Neither the execution and delivery of this Agreement by each of the Company and AcquisitionCompany, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation of (x) any provision of the certificate of incorporation or by-laws (the "Organizational Documents Documents") of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;Company.
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement legal requirement or any Order order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contractcontract or agreement to which the Company is bound;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or AcquisitionCompany;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if anyAgreement.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Innova Holdings)
Authority; No Conflict. i. (a) Company has the corporate power and authority to execute and deliver this Agreement, to consummate the Merger and to perform its other obligations under this Agreement. This Agreement has been duly authorized, approved and any agreement adopted by the unanimous vote of the Board of Directors of Company, duly executed in connection herewith and delivered by Company or Acquisition constitute and constitutes the legal, valid and binding obligations obligation of the Company and Acquisition, as the case may beCompany, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective its terms, except as such enforceability is limited subject to approval of this Agreement by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principlesCompany Shareholders. The Board of Directors of Company has unanimously recommended to the absolute and unrestricted right, power, authority and capacity to execute and deliver Company Shareholders that they approve this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunderAgreement.
ii. Neither (b) Except as set forth in Section 3.2(b) of the Disclosure Schedule, neither the execution and delivery of this Agreement by each of Company, the Company and Acquisition, nor the consummation or performance by each Company of any of its respective obligations contained in under this Agreement nor the consummation of the Merger or in connection with the Contemplated Transactions other transactions contemplated by this Agreement will, directly or indirectly (with or without notice or lapse of timetime or both):
a. contravene, conflict with or result in a violation of (xi) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of (A) any provision ofof the Organizational Documents of Company, (B) any resolution adopted by the board of directors (or any committee thereof) or the shareholders of Company, (C) any legal requirement or any order of any Governmental Authority by which Company may be bound or to which any of its properties or assets may be subject, or (D) any Governmental Permit held by Company;
(ii) result in a breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any Person the right entitlement in any third party to declare any payment or benefit (other than rights of Dissenting Shareholders), result in a default or exercise loss of any remedy underbenefit to Company, or require the consent, approval or authorization of or any notice to accelerate the maturity or performance offiling with any Person, under any Contract by which Company may be bound or to which any of its properties or assets may be subject, or to cancelrequire the consent, terminate approval or modify, this Agreement, the PRCO Debentures (once assumed by Company) authorization of or any Applicable Contract;notice to or filing with any Governmental Authority to which Company or any of its properties or assets is subject (other than the filing of the Articles of Merger); or
d. (iii) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material properties or assets owned owned, leased, operated or used by the Company, except, with respect to clause (i)(C) or (D), (ii) or (iii) of this Section 3.2(b), where any such contravention, conflict, violation, breach, default, termination right, cancellation or acceleration right, entitlement, loss of benefit or Encumbrance could not reasonably be expected to have a Material Adverse Effect on Company or Acquisition;will not adversely affect the ability of Company to consummate the Merger or the other transactions contemplated hereby.
e. cause (c) The only vote required by Company Shareholders to approve this Agreement is the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any affirmative vote of a majority of the assets owned by the outstanding shares of Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if anyCommon Stock.
Appears in 1 contract
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. A. The Company has the absolute all necessary corporate power and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and, subject only to obtaining the approval of the shareholders of the Company of the Merger (the "Shareholder Approval"), to consummate the transactions contemplated hereby. The execution and thereunderdelivery of this Agreement by Company and the consummation by Company of the transactions contemplated hereby have been duly and validly approved by the Company Board of Directors, as required by applicable law and the Company Board of Directors has, as of the date of this Agreement, determined (i) that the Merger is advisable and fair to, and in the best interests of Company and its shareholders and (ii) to recommend that the shareholders of Company approve and adopt this Agreement and approve the Merger. This Agreement is, or when executed and delivered by the Company will be, a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
ii. Neither B. Except as set forth in SCHEDULE 3.2 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by each of the Company and Acquisitionnor, nor after obtaining the Shareholder Approval, the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene(i) Contravene, conflict with with, or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beSubsidiary;
b. contravene(ii) Contravene, conflict with with, or result in a violation of, or give any governmental body or Governmental Body or, to the Knowledge of the Company, other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition the Subsidiary, or any of the assets owned or used by the Company or Acquisition the Subsidiary, may be subject;
c. (iii) Subject to the filing of the Articles of Merger with the Colorado Secretary of State, contravene, conflict with with, or result in a violation of any of 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 Company or the Subsidiary or that otherwise relates to the business of, or any of the assets owned or used by the Company or the Subsidiary;
(iv) Cause the Company or the Subsidiary to become subject to, or to become liable for the payment of, any Tax;
(v) Cause any of the assets owned by the Company or the Subsidiary to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) Contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, any material Contract to which Company or the PRCO Debentures (once assumed Subsidiary is a party or by Company) which Company or the Subsidiary or its or any Applicable Contract;of their respective properties are bound or affected; or
d. result (vii) Result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;the Subsidiary.
e. cause C. Except as set forth in SCHEDULE 3.2 of the Company Disclosure Schedule and such other consents, authorizations, filings, approvals and registrations which, if not obtained or Acquisition to become subject tomade, would not have a Company Material Adverse Effect or to become liable for have a material adverse effect on the payment of, any tax; or
f. cause any ability of the assets owned by parties to consummate the Merger, the Company and the Subsidiary are not or Acquisition will not be required to be reassessed give any notice to or revalued by obtain any taxing authority or other governmental body, except Consent from any Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Practice Works Inc)
Authority; No Conflict. i. (a) This Agreement has been duly authorized, executed and any agreement delivered by Target and, assuming that this Agreement has been duly authorized, executed in connection herewith and delivered by Company or Acquisition constitute Buyer and Buyer Parent, constitutes the legal, legally valid and binding obligations obligation of the Company Target, duly authorized by all requisite corporate action, and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, Target in accordance with their respective its terms, except as such subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally, and (ii) the effect of equitable principles (regardless of whether enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principlesconsidered in a proceeding in equity or at law). The Company Target has the absolute requisite corporate power and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunderunder this Agreement.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any Target of its respective obligations contained in under this Agreement or in connection with the Contemplated Transactions will, directly or indirectly shall (with or without notice or lapse of time, or both):
a. contravene, conflict with or result in a violation of (xi) violate any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beTarget;
b. contravene, (ii) conflict with or result in a violation ofviolate any Applicable Laws or any Order, or give license of any governmental body or other Person the right Governmental Body, which is material to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief underTarget, any Legal Requirement or any Order and to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be Target, is subject;
c. contravene(iii) conflict with, conflict with violate or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to amend, cancel, terminate terminate, or modify, this Agreementany material obligation or the loss of any material property, right or benefit under, any Contract listed or required to be listed on Part 2.14(a) of the PRCO Debentures Seller Disclosure Letter; or
(once assumed by Companyiv) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned equity interests, properties or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by Target (other than as set forth in Part 2.2(b)(iv) of the Company Seller Disclosure Letter and any Encumbrance contemplated by this Agreement or Acquisition granted to any lender at the Closing in connection with financing of the Purchase arranged by Buyer or Buyer Parent).
(c) Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any other required merger control filings, Target shall not be required to give any notice to or obtain any Consent from (i) any Governmental Body or (ii) any Person under any Contract listed or required to be reassessed or revalued by any taxing authority or other governmental body, except listed on Part 2.14(a) of the Seller Disclosure Letter in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the Contemplated Transactions, if anyconsummation of the Purchase.
Appears in 1 contract
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may be, Seller enforceable against the Company and Acquisition, as the case may be, Seller in accordance with their respective its terms, except as such enforceability is limited by subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors' rights in general and to general principles of creditors equity (regardless of whether considered in a proceeding in equity or an action at law). Seller has full corporate power and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder under this Agreement. The execution, delivery and thereunderperformance of this Agreement and the consummation of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on the part of Seller.
ii. Neither Except as set forth in Seller's Disclosure Schedule and save for such exceptions as would not individually or collectively have a Material Adverse Effect, neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly :
(with or without notice or lapse of time):
a. contravene, conflict with 1) contravene or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beAcquired Companies;
b. (2) contravene, conflict with with, or result in a violation of, or give any governmental body or other Person Governmental Body the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the any Acquired Company or Acquisition Seller, or any of the assets owned or used by the Company or Acquisition may be any Acquired Company, is subject;
c. (3) contravene or result in a violation of any of 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 any Acquired Company;
(4) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned by any Acquired Company;
(5) contravene, conflict with with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;; and
d. result in (6) require the imposition or creation Consent of any material encumbrance upon Governmental Body.
iii. Except as set forth in Seller's Disclosure Schedule, neither Seller nor any Acquired Company is or with respect will be required to give any of the material assets owned notice to or used by the Company obtain any Consent or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, Governmental Authorizations from any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer consummation or performance of real estate pursuant to this Agreement or any of the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aerolink International Inc)
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid and binding obligations obligation of the Company and Acquisition, as the case may beCompany, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity. Upon the execution and Acquisitiondelivery by the Company, as each of the case may beTransaction Documents will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability is enforcement may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights or by principles of creditors and by general equitable principlesequity. The Company has the absolute all requisite corporate power and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed the Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by it the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company’s Board of Directors, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, except for the required approval of the holders of Company Stock in connection herewith and to perform its obligations hereunder and thereunderwith consummation of the Merger.
ii. Neither (b) Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly transactions contemplated hereby will (with or without notice or lapse of time):
a. contravene, i) conflict with or result in a violation violate the Certificate of (x) any provision Incorporation or Bylaws of the Organizational Documents of the Company or AcquisitionCompany, as the case may be, or (yii) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation ofviolate any Law applicable to the Company, or give Order of any governmental body Governmental Authority or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order arbitrator to which the Company or Acquisition or any of the its assets owned or used by the Company or Acquisition may be are subject;
c. contravene, conflict with or result in a violation or (iii) breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, this Agreement, any Material agreement or otherwise cause any Person to terminate a material relationship with the PRCO Debentures Company; or (once assumed by Companyiv) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance Material Lien upon or with respect to any of the material assets owned of the Company, except, in any such case, for such conflicts, violations, breaches or used by Material Liens that, individually or in the aggregate, would not have a Material Adverse Effect.
(c) Except (i) for applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (ii) as set forth in Schedule 3.2(c), the Company is not or Acquisition;
e. cause the Company will not be required to give any notice to or Acquisition to become subject to, obtain any consent from any Governmental Authority or to become liable for the payment of, from any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the Contemplated Transactions, if anyconsummation of the transactions contemplated hereby.
Appears in 1 contract
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid and binding obligations obligation of the Company and Acquisition, as the case may beCompany, enforceable against the Company in accordance with its terms. Upon the execution and Acquisitiondelivery by the Company, as each of the case may beTransaction Documents to which the Company is a party will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except as such to the extent that its enforceability is may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or other laws Laws affecting the rights enforcement of creditors and rights generally or by general equitable principles. The Company has the absolute all requisite corporate power and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith the Transaction Documents to which the Company is a party and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company’s Board of Directors, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby except for the approval of this Agreement and the Merger by the requisite vote of the Company Stockholders in accordance with the Company Articles of Incorporation and the NRS.
ii. Neither (b) Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly transactions contemplated hereby will (with or without notice or lapse of time):
a. contravene, i) conflict with or result in a violation violate the Articles of (x) any provision Incorporation or Bylaws of the Organizational Documents of the Company or AcquisitionCompany, as the case may be, or (yii) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation ofviolate any Law applicable to the Company, or give Order of any governmental body Governmental Authority or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order arbitrator to which the Company or Acquisition or any of the its assets owned or used by the Company or Acquisition may be are subject;
c. contravene, conflict with or result in a violation or (iii) breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures any Material Contract; or (once assumed by Companyiv) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance Material Lien upon or with respect to any of the material assets owned or used by of the Company.
(c) Except (i) for applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (ii) as set forth in Schedule 3.2(c), the Company is not or Acquisition;
e. cause the Company will not be required to give any notice to or Acquisition obtain any consent from any Governmental Authority or from any party to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except a Material Contract in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the Contemplated Transactions, if anyconsummation of the transactions contemplated hereby.
Appears in 1 contract
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunderthere under.
ii. Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions Merger will, directly or indirectly (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation of (x) any provision of the certificate of incorporation or by-laws (the "Organizational Documents Documents") of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions Merger or to exercise any remedy or obtain any relief under, any Legal Requirement legal requirement or any Order order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contractcontract or agreement to which Company and Acquisition are bound;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated TransactionsMerger, if any.
Appears in 1 contract
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may beCompany, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective its terms, except subject, as such enforceability is limited by to enforcement, to (i) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors' rights generally and other laws affecting the rights (ii) general principles of creditors and by general equitable principlesequity. The Company has all the absolute necessary corporate power and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunderunder this Agreement.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene(i) conflict with, conflict with or result in a violation of (xA) any provision of the Organizational Documents of the Company or Acquisition, as the case may beAcquired Companies, or (yB) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beany Acquired Company;
b. contravene(ii) conflict with, conflict with or result in a material violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company may be subject;
(iii) conflict with, or result in a material violation of any of 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 any Acquired Company or Acquisition that otherwise relates to the business of, or any of the assets owned or used by the Company or Acquisition may be subjectby, any Acquired Company;
c. contravene(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) conflict with with, or result in a material violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;; or
d. (vii) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the any Acquired Company.
(c) No Acquired Company is or Acquisition;
e. cause the Company will be required to give any notice to or Acquisition to become subject to, or to become liable for the payment of, obtain any tax; or
f. cause Consent from any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may beeach Acquired Company, enforceable against the each Acquired Company and Acquisition, as the case may be, in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency . Sellers and other laws affecting the rights of creditors and by general equitable principles. The Company has Acquired Companies have the absolute and unrestricted right, power, authority authority, and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith the other documents required to be delivered hereunder and to perform its their obligations hereunder and thereunderunder this Agreement.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (xA) any provision of the Organizational Documents of the Company or Acquisition, as the case may beAcquired Companies, or (yB) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beany Acquired Company;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the any Acquired Company or Acquisition any Seller, or any of the assets owned or used by the Company or Acquisition any Acquired Company, may be subject;
c. (iii) contravene, conflict with with, or result in a violation of any of 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 any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;; or
d. (vii) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the any Acquired Company. No Seller or Acquired Company is or Acquisition;
e. cause the Company will be required to give any notice to or Acquisition to become subject to, or to become liable for the payment of, obtain any tax; or
f. cause consent from any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute all requisite power and unrestricted rightauthority to enter into this Agreement, powerand each instrument required hereby to be executed, authority and capacity to execute and deliver this Agreement and any agreement executed delivered by it in connection herewith and at the Closing, to perform its obligations hereunder and thereunder.
ii, and, subject to the Company Shareholder Approval, to consummate the transactions contemplated thereby and hereby. Neither The execution and delivery by the Company of this Agreement and each instrument required hereby to be executed and delivered by it at the Closing, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Acquiror and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against 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 the rights of creditors and to general principles of equity. The execution and delivery of this Agreement by each does not, and the consummation of the Company and Acquisition, nor the consummation or performance transactions contemplated by each of any of its respective obligations contained in this Agreement or in connection and compliance with the Contemplated Transactions willprovisions of this Agreement will not, directly conflict with, or indirectly result in any violation of, or default (with or without notice or lapse passage of time):
a. contravene, conflict with or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in a violation the creation of (x) any provision Lien upon any of the Organizational Documents properties or assets of the Company under (i) the articles of incorporation or Acquisitioncode of regulations of the Company, as the case may be, or (yii) any resolution adopted by the board of directors loan or the stockholders of credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to the Company or Acquisition, as its properties or assets or (iii) subject to the case may be;
b. contravene, conflict with or result governmental filings and other matters referred to in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief underSECTION 3.1(e), any Legal Requirement or any Order regulation applicable to which the Company or Acquisition its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have, or be reasonably likely to have, a Material Adverse Effect or (y) reasonably be expected to materially impair or delay the ability of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, perform its obligations under this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 1 contract
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the CIC, Shareholders, Central Investment LLC and Holding Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, each in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has Shareholders have the absolute and unrestricted right, power, authority authority, and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its their obligations hereunder under this Agreement. The execution and thereunderdelivery of this Agreement by CIC and Holding Company and the consummation of the Contemplated Transactions have been duly and validly authorized by all necessary corporate or limited liability company action and approved by the board of directors of CIC, the members of Central Investment LLC and Holding Company and the Shareholders. No other corporate or limited liability company act or proceeding on the part of CIC, Shareholders, Central Investment LLC or Holding Company is necessary to authorize or approve this Agreement and the consummation of the Contemplated Transactions. Each trustee listed on the signature page hereto has the power, authority and capacity under his or her related trust instrument to execute and deliver this Agreement.
ii. Neither (b) Except as set forth in Part 3.2 of the Disclosure Schedule, neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (x) any provision of the Organizational Documents of the Company Acquired Companies, Shareholders, Central Investment LLC or Acquisition, as the case may beHolding Company, or (y) any resolution or agreement adopted or executed by the board of directors or the stockholders of the any Acquired Company or Acquisition, as the case may bemanagers or members of either Holding Company or Central Investment LLC;
b. (ii) contravene, conflict with or with, result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the any Acquired Company or Acquisition Shareholder, or any of the assets owned or used by the any Acquired Company or Acquisition Shareholder, may be subject;
c. (iii) contravene, conflict with with, or result in a violation of any of 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 any Acquired Company or Shareholder or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company or Shareholder;
(iv) cause PAS or any Acquired Company to become subject to, or to become liable for the payment of, any Tax; contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;Contract or Contract to which any Shareholder is a party; or
d. (v) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any Acquired Company. Except as set forth in Part 3.2 of the assets owned by Disclosure Schedule, none of the Shareholders, Acquired Companies, Central Investment LLC or Holding Company will be required to give any notice to or Acquisition to be reassessed or revalued by obtain any taxing authority or other governmental body, except Consent from any Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may beCompany, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority authority, and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunderunder this Agreement.
ii. Neither (b) Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions by the Acquired Companies or Seller will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (xA) any provision of the Organizational Documents of the Company or Acquisition, as the case may beAcquired Companies, or (yB) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beany Acquired Company;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order existing on the date hereof, to which the Company or Acquisition any Acquired Company, or any of the assets owned or used by the Company or Acquisition any Acquired Company, may be subject;
c. (iii) contravene, conflict with with, or result in a violation of any of 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 any Acquired Company
(iv) cause any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;; or
d. (vii) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any Acquired Company. Except as set forth in Part 3.2 of the assets owned by the Disclosure Letter, no Acquired Company is or Acquisition will be required to be reassessed give any notice to or revalued by obtain any taxing authority or other governmental body, except Consent from any Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) The Acquisition Shares will not, as a result of the Contemplated Transactions, if anybe distributed to more than 34 Persons.
Appears in 1 contract
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute all requisite power and unrestricted rightauthority to enter into this Agreement, powerand each instrument required hereby to be executed, authority and capacity to execute and deliver this Agreement and any agreement executed delivered by it in connection herewith and at the Closing, to perform its obligations hereunder and thereunder.
ii, and, subject to the Company Shareholder Approval, to consummate the transactions contemplated thereby and hereby. Neither The execution and delivery by the Company of this Agreement and each instrument required hereby to be executed and delivered by it at the Closing, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Acquiror and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against 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 the rights of creditors and to general principles of equity. The execution and delivery of this Agreement by each does not, and the consummation of the Company and Acquisition, nor the consummation or performance transactions contemplated by each of any of its respective obligations contained in this Agreement or in connection and compliance with the Contemplated Transactions willprovisions of this Agreement will not, directly conflict with, or indirectly result in any violation of, or default (with or without notice or lapse passage of time):
a. contravene, conflict with or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in a violation the creation of (x) any provision Lien upon any of the Organizational Documents properties or assets of the Company under (i) the articles of incorporation or Acquisitioncode of regulations of the Company, as the case may be, or (yii) any resolution adopted by the board of directors loan or the stockholders of credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to the Company or Acquisition, as its properties or assets or (iii) subject to the case may be;
b. contravene, conflict with or result governmental filings and other matters referred to in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief underSection 3.1(e), any Legal Requirement or any Order regulation applicable to which the Company or Acquisition its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have, or be reasonably likely to have, a Material Adverse Effect or (y) reasonably be expected to materially impair or delay the ability of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, perform its obligations under this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 1 contract
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid and binding obligations obligation of the Company and Acquisition, as the case may beCompany, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective its terms. Upon the execution and delivery by the Company of each document or instrument to be executed or delivered by it at Closing pursuant to Section 1.4(a) or any other provision of this Agreement (collectively, except as such enforceability is limited by bankruptcythe “Company Closing Documents”), insolvency each of the Company Closing Documents will constitute the valid and other laws affecting binding obligation of the rights of creditors and by general equitable principlesCompany, enforceable against the Company in accordance with its terms. The Company has the absolute all requisite corporate power and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith the Company Closing Documents and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunder.
iithereby. Neither The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Company, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery of this Agreement by each the Company or the consummation of the Company transactions contemplated hereby.
(b) Except as set forth in Section 2.2(b) of the Disclosure Schedule, neither the execution and Acquisition, delivery of this Agreement by Seller Parties nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time):
a. contravene, (i) conflict with or result in a violation violate the Articles of (x) any provision Incorporation or Bylaws of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beCompany;
b. contravene, (ii) conflict with or result in a violation ofviolate, or give any governmental body Governmental Authority or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition any Seller Party, or any of the assets owned or used by the Company or Acquisition Company, may be subject;
c. contravene(iii) cause Buyer or the Company to become subject to, conflict with or result in a violation or breach to become liable for, the payment of any Tax;
(iv) breach any provision ofof any Applicable Contract, or give any Person the right to declare a default or under, exercise any remedy under, or to accelerate the maturity or performance ofof or payment under, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;; or
d. (v) result in the imposition or creation of any material encumbrance Lien upon or with respect to any of the material assets owned or used by the Company Company.
(c) Except as set forth in the Disclosure Schedule, the Seller Parties are not and will not be required to give any notice to or Acquisition;
e. cause the Company obtain any consent or Acquisition approval from (i) any Governmental Authority, (ii) any party to become subject toany Applicable Contract, or to become liable for the payment of(iii) any other Person, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the Contemplated Transactions, if anyconsummation of the transactions contemplated hereby.
Appears in 1 contract
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. (a) The Company has the absolute all necessary power and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith the several other documents to be delivered at Closing pursuant to this Agreement (the “Closing Documents”), and to perform its obligations hereunder under this Agreement and thereunder.
iithe Closing Documents, and no other action on the part of the Company is required in connection therewith. Neither This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, and has been approved by the Board of Directors of the Company and by all of the Selling Shareholders, which are the only approvals required for the consummation of the Merger by the Company. Upon the execution and delivery by the Company of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms.
(b) The execution, delivery or performance of this Agreement by each of or the Company and AcquisitionClosing Documents will not contravene or violate (i) the Charter Documents, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation of (xii) any provision of the Organizational Documents of the Company law, rule or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order regulation to which the Company is subject or Acquisition (iii) any judgment, order, writ, injunction or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach decree of any provision ofcourt, arbitrator or give any Person governmental or regulatory official, body or authority which is applicable to the right to declare a default or exercise any remedy underCompany.
(c) Such execution, or to accelerate the maturity delivery or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. will not cause the Company or Acquisition to (i) become subject to, or to become liable for the payment ofof any Tax, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or (ii) violate, be in conflict with or result in the breach (with or without the giving of notice or lapse of time, or both) of any term, condition or provision of, or require the notice or consent of any other party to, or result in the creation of any lien, Encumbrance, claim or other charge thereon of any kind under, any Contract, Real Property Lease, Permit, document or other understanding, oral or written, to or by which the Company is a party or otherwise bound or affected or by which any of the assets or properties of the Company may be bound or affected or give any party with rights thereunder the right to terminate, modify, accelerate, renegotiate or otherwise change the existing rights or obligations of the Company thereunder.
(d) No authorization, approval, notice, license or consent, and no registration or filing with, any governmental bodyor regulatory official, except body or authority is required in connection with the transfer execution, delivery and performance of real estate pursuant to this Agreement or the Contemplated Transactions, if anyClosing Documents by the Company other than in connection or compliance with the provisions of the Securities Laws or the filing of the Certificate of Merger with Secretary of State of California.
Appears in 1 contract
Samples: Merger Agreement (Solar Power, Inc.)
Authority; No Conflict. i. (a) The Company and each of its Subsidiaries has the requisite corporate or limited liability company (as applicable) power and authority (i) to enter into, execute and deliver this Agreement and the Plan and (ii) subject to entry by the Bankruptcy Court of the Agreement Order and the Confirmation Order, to consummate the Contemplated Transactions, and has taken all necessary corporate or limited liability action required for (x) the due authorization, execution and delivery of this Agreement, (y) the due authorization, execution and filing with the Bankruptcy Court of the Plan and (z) the performance and consummation of the Contemplated Transactions. This Agreement has been duly executed and any agreement executed in connection herewith delivered by the Company or Acquisition constitute and its Subsidiaries, and, subject (only after the Petition Date) to the entry of the Agreement Order, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and Acquisition, as the case may beits Subsidiaries, enforceable against the Company and Acquisition, as the case may be, its Subsidiaries in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Plan has been duly executed and delivered by the Company has and its Subsidiaries, and, subject to entry of the absolute Confirmation Order, the Plan constitutes the legal, valid and unrestricted rightbinding obligation of the Company and its Subsidiaries, power, authority enforceable against the Company and capacity to execute and deliver this Agreement and any agreement executed by it its Subsidiaries in connection herewith and to perform accordance with its obligations hereunder and thereunderterms.
ii. (b) Neither the execution and delivery of this Agreement by each of or the Company and Acquisition, Plan nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of timetime or both):
a. (i) contravene, conflict with with, or result in a violation of (xA) any provision of the Organizational Documents of the Company or Acquisition, as the case may beany of its Subsidiaries, or (yB) any resolution adopted by the board of directors (or similar governing body) or the stockholders equityholders or members of the Company or Acquisition, as the case may beany of its Subsidiaries;
b. (ii) contravene, conflict with or result in a violation of, of any existing Law as in effect on the date of this Agreement or give any governmental body or other Person as in effect on the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Effective Date to which the Company or Acquisition any of its Subsidiaries, or any of the assets properties, assets, rights or interests owned or used by the Company or Acquisition any of its Subsidiaries, may be subject;
c. (iii) subject to the entry by the Bankruptcy Court of the Agreement Order and the Confirmation Order, contravene, conflict with or result in a violation or breach of any provision of, or give rise to any Person right of termination, acceleration, modification or cancellation, or any other right detrimental to the right to declare a default Company or exercise any remedy of its Subsidiaries, under, or any Contract to accelerate which the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) Company or any Applicable Contract;of its Subsidiaries is a party or which any of the Company’s or any of its Subsidiaries’ properties or assets are bound; or
d. (iv) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets assets, properties, rights or businesses owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of its Subsidiaries; except, in the assets owned case of clauses (ii), (iii) and (iv), where such occurrence, event or result would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(c) Except (i) as set forth on Schedule 2.4(c), (ii) for any notices, filings or Consents required (A) by the Company Commission or Acquisition the Bankruptcy Court, (B) to be reassessed or revalued by any taxing authority comply with the applicable requirements of the HSR Act and the Investment Canada Act, (C) the applicable requirements of antitrust or other governmental bodycompetition laws of other jurisdictions which, except if not obtained, would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (D) in connection with the transfer Arctic Acquisition and (iii) where the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of real estate pursuant its Subsidiaries will be required to give any notice to, make any filing with or obtain any Consent from, any Person (including any Governmental Body other than the Commission and the Bankruptcy Court) in connection with the execution and delivery of this Agreement or the execution and filing with the Bankruptcy Court of the Plan, or the performance or consummation of any of the Contemplated Transactions, if any.
(d) Neither the Company nor any of its Subsidiaries is in violation of its respective Organizational Documents.
Appears in 1 contract
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, Acquisition in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
ii. Neither Except as set forth in Schedule 4.1(b) hereto, neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders shareholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO BP Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 1 contract
Authority; No Conflict. i. (a) Each Debtor (i) has the requisite corporate power and authority (A) to enter into, execute and deliver this Agreement, and (B) subject to the entry by the Bankruptcy Court of the Agreement Order and the Confirmation Order, to perform and consummate the transactions contemplated by this Agreement, and (ii) has taken all necessary corporate action required for (x) the due authorization, execution and delivery of this Agreement, and (y) the performance and consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and any agreement executed in connection herewith delivered by Company or Acquisition constitute each Debtor. Subject to the entry of the Agreement Order and assuming the due execution and delivery of this Agreement by, and enforceability of this Agreement against, the Backstop Providers, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and Acquisition, as the case may beeach Debtor, enforceable against the Company and Acquisition, as the case may be, such Debtor in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
ii. (b) Neither the execution and delivery by the Debtors of this Agreement by each of the Company and Acquisition, nor the performance or consummation or performance by each the Debtors of any of its respective obligations contained in the transactions contemplated by this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of timetime or both):
a. (i) contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beDebtor;
b. (ii) contravene, conflict with or result in a violation of, of any existing Law or give Order as in effect on the date of this Agreement and/or as in effect on the Effective Date to which any governmental body Debtor or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief underits Subsidiaries, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets properties, assets, rights or interests owned or used by the Company any Debtor or Acquisition any of its Subsidiaries, may be subject;
c. (iii) contravene, conflict with or result in a violation or breach of any provision of, or give rise to any Person the right to declare a default of termination, acceleration or exercise any remedy cancellation under, or any Contract to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) which any Debtor or any Applicable Contract;of its Subsidiaries is a party or which any Debtor’s or any of its Subsidiaries’ properties, assets, rights or interests are bound as in effect on the date of this Agreement and/or as in effect on the Effective Date; or
d. (iv) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets assets, properties, rights, interests or businesses owned or used by any Debtor or any of its Subsidiaries that will not be released and discharged pursuant to the Company Plan; except, in the case of clauses (ii), (iii) and (iv) above, where such occurrence, event or Acquisition;result (x) would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (y) arises as a result of the filing of the Chapter 11 Cases or the discharge or compromise of claims as a result thereof.
e. cause (c) Subject to the Company or Acquisition Approvals, none of the Debtors will be required to become subject give any notice to, make any filing with or to become liable for the payment ofobtain any Consent from, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement Agreement, or the Contemplated Transactionsperformance or consummation of any of the transactions contemplated by this Agreement, if anyexcept any of the foregoing that are required to be given, made or obtained under Law in connection with the Chapter 11 Cases and except in any such case where the failure to give such notice, make such filing or obtain such Consent would not individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Backstop Stock Purchase Agreement (Harry & David Holdings, Inc.)
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may beSellers, enforceable against the Company and Acquisition, as the case may be, Sellers in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has Sellers have the absolute and unrestricted right, power, authority authority, and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its their obligations hereunder and thereunderunder this Agreement.
ii. Neither (b) Except as previously disclosed, neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (xA) any provision of the Organizational Documents of the Company or Acquisition, as the case may beAcquired Companies, or (yB) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beany Acquired Company;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the and Acquired Company or Acquisition either Seller, or any of the assets owned or used by the Company or Acquisition any Acquired Company, may be subject;
c. (iii) contravene, conflict with with, or result in a violation of any of 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 any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;; or
d. (vii) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the any Acquired Company. No Seller or Acquired Company is or Acquisition;
e. cause the Company will be required to give any notice to or Acquisition to become subject to, or to become liable for the payment of, obtain any tax; or
f. cause Consent from any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Stock Purchase Agreement (Americas Shopping Mall Inc)
Authority; No Conflict. i. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and the other agreements set forth in the exhibits hereto (collectively, the “Ancillary Agreements”) to which the Company is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (other than the adoption of this Agreement and the Merger by the requisite Company Stockholders which adoption will occur immediately following the execution of this Agreement by the Company) and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and any agreement each Ancillary Agreement to which the Company is a party have been duly executed in connection herewith and delivered by the Company or Acquisition and constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as to the extent that enforceability may be limited by the effect, if any, of (i) any applicable bankruptcy, reorganization, insolvency, moratorium or other Legal Requirements affecting the enforcement of creditors’ rights generally, and (ii) general principles of equity, regardless of whether such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it considered in connection herewith and to perform its obligations hereunder and thereundera proceeding at law or in equity.
ii. (b) Neither the execution and delivery by the Company of this Agreement by each of the Company and Acquisitionor any Ancillary Agreement, nor the consummation of the transactions contemplated hereby and thereby will conflict with, or performance by each of result in any of its respective obligations contained in this Agreement breach or in connection with the Contemplated Transactions willviolation of, directly or indirectly default under (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation both), or give rise to any right of termination, cancellation, modification or acceleration, or any obligation or loss of any benefit under (xi) any provision of the Organizational Documents Company Certificate of Incorporation or the Company Bylaws, or the governing documents of any Subsidiary of the Company, (ii) assuming that all consents, waivers and approvals set forth in Section 2.20 of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief underDisclosure Schedule are duly obtained, any Legal Requirement or any Order Contract to which the Company or Acquisition any of its Subsidiaries is a party or to which any of their respective properties or assets are bound (other than rights of termination or cancellation under any such Contract that may be canceled without cause by the other party thereto without penalty to such party upon notice of 90 days or less) or (iii) subject to the exceptions set forth in the sentence that immediately follows, any Legal Requirement applicable to the Company, any of its Subsidiaries, any of the Hospital Joint Ventures, any of the Managed Practices, or any of their respective properties or assets; except in the assets owned case of clauses (ii) and (iii), for such breaches, violations, defaults, obligations or used losses, which, individually or in the aggregate, would not reasonably be expected to be material to the Company or any of its Subsidiaries or to prevent or materially alter or delay the Company’s ability to consummate the Merger. Except for (i) the filing and recordation of the Certificate of Merger and the related certificate of incorporation of the Surviving Corporation in accordance with the requirements of Delaware Law and (ii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any applicable foreign antitrust law, no notice to, filing with, and no Permit, authorization, consent or approval of, any Governmental Authority (“Governmental Authorization”) is necessary for the consummation by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, transactions contemplated by this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Merger Agreement (McKesson Corp)
Authority; No Conflict. i. (a) This Purchase Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may beSeller, enforceable against the Company and Acquisition, as the case may be, Seller in accordance with their respective its terms, except as such enforceability is limited by subject to enforceability, bankruptcy, insolvency insolvency, reorganization and other similar laws of general application relating to or affecting the rights of creditors and by general equitable principlescreditor rights. The Company Seller has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Purchase Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunderunder this Purchase Agreement.
ii. Neither (b) Except as set forth in Schedule 2.2(b), neither the execution and delivery of this Purchase Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (xA) any provision of the Organizational Documents of the Company Seller or Acquisition, as the case may beany Acquired Company, or (yB) any resolution adopted by the board of directors or the stockholders of the Company Seller or Acquisition, as the case may beany Acquired Company;
b. (ii) contravene, conflict with with, or result in a violation of, of or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, under any Legal Requirement or any Order to which the Company Seller or Acquisition any Acquired Company, or any of the assets owned or used by the Company or Acquisition any Acquired Company, may be subject;
c. (iii) contravene, conflict with with, or result in a violation of any of 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 any Acquired Company and is necessary to conduct its business as it is now being conducted by any Acquired Company;
(iv) cause any of the assets owned by any Acquired Company to be revalued by any taxing authority or other Governmental Body;
(v) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures any Contract; or
(once assumed by Companyvi) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by any Acquired Company. Except as set forth in Schedule 2.2(b), neither the Seller nor any Acquired Company is or Acquisition;
e. cause the Company will be required to give any notice to or Acquisition to become subject to, or to become liable for the payment of, obtain any tax; or
f. cause Consent from any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Purchase Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Purchase Agreement (Madeco Sa)
Authority; No Conflict. i. (a) This Agreement constitutes the legal, valid, and any agreement executed binding obligation of Buyer, enforceable against Buyer in connection herewith accordance with its terms, except as enforceability may be limited by Company or Acquisition bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and by general principles of equity. Upon the execution and delivery by Buyer of the R. Mxxxxxx Xxxloyment Agreement, the R. Mxxxxxx Xxxloyment Agreement will constitute the legal, valid valid, and binding obligations of the Company and Acquisition, as the case may beBuyer, enforceable against the Company and Acquisition, as the case may be, Buyer in accordance with their respective terms, except as such enforceability is may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium and other laws affecting the creditors' rights of creditors generally and by general equitable principlesprinciples of equity. The Company Buyer has the absolute and unrestricted all corporate right, power, and authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith the R. Mxxxxxx Xxxloyment Agreement and to perform its obligations hereunder under this Agreement and thereunderthe R. Mxxxxxx Xxxloyment Agreement.
ii. Neither (b) Except as set forth in Part 4.2 of the Buyer's Disclosure Letter, neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene) (i) conflict with, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or AcquisitionBuyer; (ii) conflict with, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition Buyer, or any of the assets owned or used by the Company or Acquisition Buyer, may be subject;
c. contravene; (iii) conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, suspend, terminate, or modify, any Insurance Permit or other Governmental Authorization that is held by Buyer or that otherwise relates to the business of, or any of the assets owned or used by, Buyer; (iv) conflict with with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. ; or (v) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any Buyer. Except as set forth in Part 4.2 of the assets owned by the Company Buyer's Disclosure Letter, Buyer is not and will not be required to give any notice to or Acquisition to be reassessed or revalued by obtain any taxing authority or other governmental body, except Consent from any Person in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.the
Appears in 1 contract
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid and binding obligations obligation of the Company and Acquisition, as the case may beSunburst, enforceable against the Company and Acquisition, as the case may be, Sunburst in accordance with their respective its terms, except subject as such to enforceability is limited by to applicable bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights and remedies generally and to general principles of equity regardless of whether enforcement is sought in a proceeding at law or in equity. Subject to obtaining the rights of creditors and by general equitable principles. The Company necessary Consents, Sunburst has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith Agreement, and to perform its obligations hereunder and thereunderhereunder.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company and Acquisition, Sunburst nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions by Sunburst will, directly or indirectly (with or without notice or lapse of time):
a. ): (i) contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company Sunburst or Acquisition, as the case may be, or (y) any resolution adopted by the board general partner or limited partners of directors or Sunburst; (ii) subject to obtaining the stockholders of the Company or Acquisitionnecessary Consents, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition Sunburst or any of the assets owned or used by the Company or Acquisition Sunburst, may be subject;
c. ; (iii) subject to obtaining necessary Consents, contravene, conflict with or result in a violation of any of 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 Sunburst or that otherwise relates to the business of, or any of the assets owned or used by, Sunburst; (iv) subject to obtaining the necessary Consents, contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures modify any Assigned Contract; or (once assumed by Companyv) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company Sunburst. Except as set forth on Schedule 4.2 and Schedule 6.10, Sunburst ------------ ------------- neither is nor will be required to give any notice to or Acquisition;
e. cause the Company obtain any Consent from any Person or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Governmental Body in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Asset Purchase Agreement (Entravision Communications Corp)
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid and binding obligations obligation of the Company ICRM and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, ICR in accordance with their respective terms, its terms except as such enforceability to the extent that: (i) the enforcement of certain rights and remedies created by this Agreement is limited by subject to bankruptcy, insolvency insolvency, reorganization and other similar laws of general application affecting the rights and remedies of creditors the parties; and, (ii) the enforceability of any particular provision of this Agreement under principles of equity or the availability of equitable remedies, such as specific performance, injunctive relief, waiver or other equitable remedies, is subject to the discretion of courts . Each of ICRM and by general equitable principles. The Company ICR has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its their respective obligations hereunder and thereunderhereunder.
ii. Neither (b) To ICRM's and ICR's Knowledge , neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions hereunder will, directly or indirectly (with or without notice or lapse of time)contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of ICRM or ICR, or (B) any resolution adopted by the Board of Directors or the stockholders of ICRM or ICR;
(c) To the ICRM's Knowledge, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions hereunder will, directly or indirectly (with or without notice or lapse of time):
a. (1) contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisitionwith, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company ICRM or Acquisition ICR, or any of the assets owned or used by the Company or Acquisition ICRM, may be subject;
c. (2) contravene, conflict with with, or result in a violation or breach of any provision of the terms or requirements of, or give any Person Governmental Body the right to declare a default or exercise any remedy underrevoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by ICRM or that otherwise relates to accelerate the maturity or performance business of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisitionby, ICRM;
e. (3) cause the Company Arngre, Zacualpan, or Acquisition ICRM to become subject to, or to become liable for the payment of, any tax; orTax except as set forth on Schedule 3.8. hereto;
f. (4) cause any of the assets owned by the Company or Acquisition ICRM to be reassessed or revalued by any taxing authority or other governmental bodyGovernmental Body;
(5) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by ICRM.
(d) Except as set forth in Schedule 3.2 hereto, except ICRM is not required to give any notice to or obtain any Consent from any Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Joint Venture and Subscription Agreement (Silver King Resources Inc)
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may beeach Acquired Company, enforceable against the each Acquired Company and Acquisition, as the case may be, in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency . Seller and other laws affecting the rights of creditors and by general equitable principles. The Company has Acquired Companies have the absolute and unrestricted right, power, authority authority, and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith the other documents required to be delivered hereunder and to perform its their obligations hereunder and thereunderunder this Agreement.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (xA) any provision of the Organizational Documents of the Company or Acquisition, as the case may beAcquired Companies, or (yB) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beany Acquired Company;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the any Acquired Company or Acquisition Seller, or any of the assets owned or used by the Company or Acquisition any Acquired Company, may be subject;
c. (iii) contravene, conflict with with, or result in a violation of any of 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 any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;; or
d. (vii) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the any Acquired Company. Neither Seller nor Acquired Company is or Acquisition;
e. cause the Company will be required to give any notice to or Acquisition to become subject to, or to become liable for the payment of, obtain any tax; or
f. cause consent from any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Stock Purchase Agreement (BOQI International Medical, Inc.)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
ii. Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO ACMI Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 1 contract
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
ii. Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
b. contravene, conflict with or result in a material violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;
d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Merger Agreement (Bib Holdings LTD)
Authority; No Conflict. i. (a) This Agreement and any agreement Agreement, when duly executed in connection herewith by Company or Acquisition the parties hereto, will constitute the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may beCompany, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority authority, and capacity to execute execute, deliver and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunderunder this Agreement.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, to the best of the Company's knowledge, directly or indirectly (with or without notice or lapse of time):
a. contravene(i) Contravene, conflict with with, or result in a violation of (xA) any provision of the Company's Organizational Documents of the Company or Acquisition, as the case may beDocuments, or (yB) any resolution adopted by the Company's board of directors or the stockholders of the Company or Acquisition, as the case may bedirectors;
b. contravene(ii) Contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be, may be subject;
c. contravene(iii) Contravene, conflict with with, or result in a violation of any of 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 Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company;
(iv) Cause the Company to become subject to, or to become liable for the payment of, any Tax;
(v) Cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) Contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;Contract to which the Company is a party or by which its assets are bound, or
d. result (vii) Result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause Company. Except for the Company's obligations to make SEC Filings following the Exchange and to send its shareholders an information statement disclosing the Contemplated Transactions, the Company is not and will not be required to give any notice to or Acquisition to become subject to, or to become liable for the payment of, obtain any tax; or
f. cause Consent from any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Exchange Agreement and Plan of Reorganization (Quest Net Corp)
Authority; No Conflict. i. (a) This Agreement constitutes the legal, valid, and any agreement executed binding obligation of Seller, enforceable against Seller in connection herewith accordance with its terms. Upon the execution and delivery by Company or Acquisition Seller of the LLC Agreement and the Members’ Agreement (collectively, the “Seller’s Closing Documents”), the Seller’s Closing Documents will constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may beSeller, enforceable against the Company and Acquisition, as the case may be, Seller in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting . Seller has all the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted necessary right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith the Seller’s Closing Documents and to perform its obligations hereunder under this Agreement and thereunderthe Seller’s Closing Documents.
ii. Neither (b) Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with or result in a violation of (xA) any provision of the Organizational Documents of Seller or of the Company or Acquisition, as the case may beAcquired Companies, or (yB) any resolution adopted by the board of directors or the stockholders shareholders of the Company Seller or Acquisition, as the case may beof any Acquired Company;
b. (ii) contravene, conflict with or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the any Acquired Company or Acquisition Seller, or any of the assets owned or used by the any Acquired Company or Acquisition otherwise in connection with the Business, may be subject;
c. (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the Business or the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) contravene or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;; or
d. (vi) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the any Acquired Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except otherwise in connection with the transfer Business. Except as set forth in Schedule 3.2(b), neither Seller nor any Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Share Purchase Agreement (Lennox International Inc)
Authority; No Conflict. i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder.
ii. Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
): a. contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be;
; b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject;
; c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO UPCI Debentures (once assumed by Company) or any Applicable Contract;
; d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
; e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
or f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuant to this Agreement or the Contemplated Transactions, if any.. (c)
Appears in 1 contract
Samples: Merger Agreement (Advanced Id Corp)
Authority; No Conflict. i. (a) This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute constitutes the legal, valid valid, and binding obligations obligation of the Company and Acquisition, as the case may beeach Acquired Company, enforceable against the each Acquired Company and Acquisition, as the case may be, in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has Sellers and the Acquired Companies have the absolute and unrestricted right, power, authority authority, and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith the other documents required to be delivered hereunder and to perform its their obligations hereunder and thereunderunder this Agreement.
ii. (b) Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
a. (i) contravene, conflict with with, or result in a violation of (xA) any provision of the Organizational Documents of the Company or Acquisition, as the case may beany Acquired Company, or (yB) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may beany Acquired Company;
b. (ii) contravene, conflict with with, or result in a violation of, or give any governmental body Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the any Acquired Company or Acquisition Seller, or any of the assets owned or used by the Company or Acquisition any Acquired Company, may be subject;
c. (iii) contravene, conflict with with, or result in a violation of any of 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 any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause the Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract;; or
d. (vii) result in the imposition or creation of any material encumbrance Encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition;
e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or
f. cause any Acquired Company. None of the assets owned by Sellers and the Company Acquired Companies is or Acquisition will be required to be reassessed give any notice to or revalued by obtain any taxing authority or other governmental body, except consent from any Person in connection with the transfer execution and delivery of real estate pursuant to this Agreement or the consummation or performance of any of the Contemplated Transactions, if any.
Appears in 1 contract
Samples: Stock Purchase Agreement (China Liberal Education Holdings LTD)
