Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of the Company's obligations under this Agreement and the consummation of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Company. This Agreement represents a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Company's articles of incorporation or bylaws or any other similar governing document, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries or any of their Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreement.
Appears in 1 contract
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Subject to required shareholder approval, the execution, delivery and performance of the Company's ’s obligations under this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated herebyherein, including the Merger, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Company. This Agreement represents a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of the Company, there is no fact or condition relating to the Company that would prevent all regulatory approvals required for the consummation of the transactions contemplated hereby from being obtained.
(b) Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Company's ’s articles of incorporation or incorporation, charter, bylaws or any other similar governing document, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiariesCompany, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this AgreementSection 8.1, violate any Law or Order applicable to the Company or any of its subsidiaries or any of their respective Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreement.
Appears in 1 contract
Authority; No Conflicts. (ai) Subject to required regulatory and shareholder approvals, the The Company has the all requisite corporate power and corporate authority necessary to executeenter into this Agreement and, deliver and perform its obligations under subject to the adoption of this Agreement and approval of the Merger by the requisite vote of the holders of Company Common Stock, to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of the Company's obligations under this Agreement and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the shareholders of the Company, and no other corporate proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement represents has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company it in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting the enforcement of creditors' rights creditors generally and except that the availability by general equity principles (regardless of specific performance, injunctive relief and other equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding may be broughtin equity or at law).
(bii) Neither The execution, delivery and performance of this Agreement do not or will not, as the case may be, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets (any such conflict, violation, default, right of consent, termination, amendment, cancellation or acceleration of any obligations or creation, a "Violation"), or result in any adverse change in the rights or obligations of the Company pursuant to: (A) any provision of the Organizational Documents of the Company or any of its Subsidiaries or (B) except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or prevent, impair or materially delay the consummation of any of the transactions contemplated hereby and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, the terms, provisions or conditions of any loan or credit agreement, note, mortgage, bond, indenture, lease, compensation or benefit plan (or any grant or award made pursuant thereto) or other agreement, obligation, instrument, contract, permit, concession, franchise, license, judgment, order, writ, injunction, award, decree, statute, law, ordinance, rule or regulation applicable to the Company, the Company's Subsidiaries or any of their respective properties or assets.
(iii) No consent, registration, permit, approval, order or authorization of, or registration, declaration, notice, report, or other filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, whether U.S. or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company, nor Company or the consummation by the Company of the transactions contemplated hereby, nor compliance except for (x) those required under or in relation to (A) the Exchange Act, (B) the FBCA with respect to the filing and recordation of the Articles of Merger and any other appropriate merger or other documents, (C) the rules and regulations of The Nasdaq National Market System ("Nasdaq"), and (D) the filing of a pre-merger notification and report form by the Company with any under the HSR Act, and the rules and regulations thereunder and (y) such other consents, registrations, permits, approvals, orders, authorizations, registrations, declarations, notices, reports and other filings the failure of the provisions hereof, will (i) conflict with which to make or result in a breach of any provision of the Company's articles of incorporation or bylaws or any other similar governing document, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiaries, except as obtain could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries prevent, impair or any of their Assets.
(c) Other than in connection or compliance with materially delay the provisions consummation of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreementhereby.
Appears in 1 contract
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery of and performance of the Company's its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herebyherein, including the Merger, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the CompanyBuyer. This Agreement represents a legal, valid valid, and binding obligation of the CompanyBuyer, enforceable against the Company it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought).
(b) Neither the execution and delivery of this Agreement by the CompanyBuyer, nor the consummation by the Company Buyer of the transactions contemplated hereby, nor compliance by the Company Buyer with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of the CompanyBuyer's articles of incorporation or bylaws or any other similar governing documentbylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company Buyer or any of its subsidiaries under, any Contract or Permit of the Company Buyer or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the CompanyBuyer, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreement, violate any Law or Order applicable to the Company Buyer or any of its subsidiaries or any of their its Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company Buyer of the Merger and the other transactions contemplated in this Agreement.
Appears in 1 contract
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of the Company's ’s obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herebyherein, including the Merger, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Company. This Agreement represents a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought).
(b) Neither Except as set forth on Section 4.2(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Company's articles ’s certificate of incorporation or bylaws or any other similar governing document, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries or any of their Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreement.
Appears in 1 contract
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Seller of the Company's obligations under this Agreement and the Transaction Documents, and the consummation by each Seller of the transactions contemplated hereby, including the Mergerhereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company or corporate, as applicable, action (and by Closing, all such shareholder action) in respect thereof on the part of such Seller, and no other or further action or proceeding on the Companypart of such Seller is necessary to authorize the execution and delivery by such Seller of this Agreement or the Transaction Documents to which such Seller is a party and the consummation by such Seller of the transactions contemplated hereby or thereby. This Agreement represents a legalhas been duly executed and delivered by each Seller, and, assuming the due authorization, execution, and delivery of the other Parties hereto, this Agreement constitutes the valid and binding obligation of the Companyeach Seller, enforceable against the Company such Seller in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or moratorium, and similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of specific performance, injunctive relief and other or by general equitable remedies is subject to the discretion of the court before which any proceeding may be brought)principles.
(b) Neither the The execution and delivery of this Agreement by each Seller, and the Company, nor the consummation performance by the Company each Seller of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereoftheir respective obligations hereunder, will not result in (i) any conflict with the Organizational Documents of such Seller or result in a breach of any provision member of the Company's articles of incorporation or bylaws or any other similar governing documentCompany Group, or (ii) constitute any breach or result in a Default violation of, or default under, or require any Consent pursuant toconstitute or give rise to a termination or right of termination of, or result in the creation acceleration of any Lien on obligation or loss of any Asset of the Company or any of its subsidiaries benefit under, any Contract to which such Seller is a party, (iii) a violation of or Permit default under any applicable Law or Governmental Authorization to which such Seller is subject, or (iv) any Liens on any of the properties or assets of any member of the Company Group or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries or any of their AssetsTransferred Interests.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreement.
Appears in 1 contract
Samples: Share Purchase and Sale Agreement (NuStar Energy L.P.)
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery of and performance of the Company's Buyer’s obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herebyherein, including the Merger, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the CompanyBuyer. This Agreement represents a legal, valid valid, and binding obligation of the CompanyBuyer, enforceable against the Company it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought).
(b) Neither the execution and delivery of this Agreement by the CompanyBuyer, nor the consummation by the Company Buyer of the transactions contemplated hereby, nor compliance by the Company Buyer with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of the Company's Buyer’s articles of incorporation or bylaws or any other similar governing documentdocuments, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company Buyer or any of its subsidiaries under, any Contract or Permit of the Company Buyer or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the CompanyBuyer, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(BSection 8.1(b) of this Agreement, violate any Law or Order applicable to the Company Buyer or any of its subsidiaries or any of their respective Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company Buyer of the Merger and the other transactions contemplated in this Agreement.
Appears in 1 contract
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery of and performance of the Company's its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated hereby, including the Merger, herein have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the CompanyBuyer. This Agreement represents a legal, valid valid, and binding obligation of the CompanyBuyer, enforceable against the Company it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought).
(b) Neither the execution and delivery of this Agreement by the CompanyBuyer, nor the consummation by the Company Buyer Parties of the transactions contemplated hereby, nor compliance by the Company Buyer Parties with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of the Companyany Buyer Party's articles certificate of incorporation or bylaws or any other similar governing documentbylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company Buyer or any of its subsidiaries under, any Contract or Permit of the Company Buyer or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(BSection 9.1(b) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries Buyer Parties or any of their respective Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company Buyer and the Buyer Bank of the Merger Mergers and the other transactions contemplated in this Agreement.
Appears in 1 contract
Authority; No Conflicts. (ai) Subject to required regulatory and shareholder approvals, the Company TenthGate has the all requisite corporate power and authority necessary to execute, execute and deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of TenthGate Stock. The execution, execution and delivery and performance of the Company's obligations under this Agreement and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of TenthGate and no other corporate proceedings on the Companypart of TenthGate are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject to the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of TenthGate Stock. This Agreement represents has been duly executed and delivered by TenthGate and constitutes a legal, valid and binding obligation agreement of the CompanyTenthGate, enforceable against the Company TenthGate in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting the enforcement creditors generally or by general equitable principles (regardless of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding may be broughtin equity or at law).
(bii) Neither the execution, delivery and performance by TenthGate of this Agreement nor the consummation of the transactions contemplated hereby (1) violates any provision of the articles of incorporation or bylaws of TenthGate; (2) violates, conflicts with or results in a breach or default under (after the giving of notice or the passage of time or both), permits the termination of, or relieves the other party of its obligations under, any agreement or instrument to which TenthGate is a party or by which it or any of its properties or assets may be bound, or results in the creation of any mortgage, lien, security interest, charge or other encumbrance of any kind upon any of its properties or assets; or (3) violates any laws, regulations or orders of any applicable jurisdiction which are binding on TenthGate.
(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or authority is required by TenthGate in connection with the execution and delivery of this Agreement by the Company, nor or the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Company's articles of incorporation or bylaws or any other similar governing document, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries or any of their Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreementhereby, except for those required under (A) Delaware Law, and (B) any applicable state securities or “blue sky” laws.
Appears in 1 contract
Samples: Merger Agreement (Tenthgate Inc)
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of the Company's obligations under this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated herebyherein, including the Merger, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Company. The number of members of the Company's board of directors required by the Company's articles of incorporation so that the approval of 75% of the outstanding shares of the Company's voting stock is not required under the Company's articles of incorporation have approved the execution, delivery and performance of this Agreement and the Company's obligations under this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated herein. This Agreement represents a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought).
(b) Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Company's articles of incorporation or incorporation, charter, bylaws or any other similar governing documentdocument of the Company or any of its Subsidiaries, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries Subsidiaries under, any Contract or Permit of the Company or any of its subsidiariesSubsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(BSection 8.1(b) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries Subsidiaries or any of their respective Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Capital Bank Corp)
Authority; No Conflicts. (ai) Subject to required regulatory and shareholder approvals, the Company AHP has the all requisite corporate power and authority necessary to execute, deliver and perform its obligations under enter into this Agreement and to consummate the transactions contemplated hereby, subject, in the case of the issuance of the shares of AHP Common Stock to be issued in the Merger (the "Share Issuance"), to the approval by the stockholders of AHP of the Share Issuance by the Required AHP Vote (as defined in Section 3.1(g)). The execution, execution and delivery and performance of the Company's obligations under this Agreement and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of AHP, subject in the Companycase of the Share Issuance, to the approval by the stockholders of AHP of the Share Issuance by the Required AHP Vote. This Agreement represents has been duly executed and delivered by AHP and constitutes a legal, valid and binding obligation agreement of the CompanyAHP, enforceable against the Company it in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting the enforcement creditors generally or by general equity principles (regardless of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding may be broughtin equity or at law).
(bii) Neither the The execution and delivery of this Agreement by AHP does not or will not, as the Companycase may be, nor and the consummation by the Company AHP of the Merger and the other transactions contemplated herebyhereby will not, nor compliance by the Company with any of the provisions hereofconflict with, will (i) conflict with or result in any violation of, or constitute a breach default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the Company's articles certificate of incorporation or bylaws or by-laws of AHP, any other similar governing documentmaterial Subsidiary of AHP or, to the knowledge of AHP, any of its Majority Owned Affiliates, or (iiB) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiaries, except as could would not reasonably be expected to have a Material Adverse Effect on AHP or, to the Companyknowledge of AHP, Newco following the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreementbelow, violate any Law loan or Order credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AHP, any Subsidiary of AHP or, to the Company or knowledge of AHP, any of its subsidiaries Majority Owned Affiliates, or any of their Assetsrespective properties or assets.
(ciii) Other than in connection No consent, approval, order or compliance with the provisions of the Securities Laws and banking Regulatory Authoritiesauthorization of, no notice toor registration, declaration or filing with, any supranational, national, state, municipal, local or Consent offoreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Authority Entity"), is necessary for required by or with respect to AHP or any Subsidiary of AHP in connection with the execution and delivery of this Agreement by AHP or the consummation by the Company of the Merger and the other transactions contemplated hereby, except for those required under or in this Agreementrelation to (A) the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on AHP. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents".
Appears in 1 contract
Samples: Merger Agreement (Monsanto Co)
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of the Company's obligations under this Agreement and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Company. This Agreement represents a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought).
(b) Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company Parties of the transactions contemplated hereby, nor compliance by the Company Parties with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Company's articles of incorporation or incorporation, certificate of incorporation, bylaws or any other similar governing documentdocument of either Company Party, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(BSection 9.1(b) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries or any of their Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company and the Company Bank of the Merger Mergers and the other transactions contemplated in this Agreement.
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Authority; No Conflicts. (a) Subject to required regulatory 1. Buyer is a corporation duly organized, validly existing and shareholder approvals, in good standing under the Company laws of the State of Delaware. Buyer has the all requisite corporate power and authority necessary to execute, deliver and perform its obligations under enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby. The All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of the Company's obligations under this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby, including the Merger, hereby and thereby have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Companyproperly taken. This Agreement represents a legalhas been duly executed and delivered by Buyer, and the Ancillary Agreements to be executed and delivered by Buyer shall be duly and validly executed and delivered by Buyer. This Agreement and the Ancillary Agreements constitute, or will constitute, as the case may be, valid and binding obligation obligations of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought)their terms.
(b) Neither the 2. The execution and delivery by Buyer of this Agreement by and the CompanyAncillary Agreements do not, nor and the consummation by the Company Buyer of the transactions contemplated hereby, nor hereby and thereby and compliance by Buyer with the Company with any of the provisions hereofterms hereof and thereof will not, will (i) conflict with with, or result in a breach any violation of any provision of the Company's articles of incorporation or bylaws or any other similar governing document, or (ii) constitute or result in a Default default under, or require give rise to a right of termination, cancellation or acceleration of any Consent pursuant toobligation or to loss of a benefit under, or result in the creation of any Lien on lien, claim, encumbrance, security interest, option, charge or restriction of any Asset kind upon any of the Company properties or assets of Buyer under, or require any consent, authorization or approval under any provision of (A) the certificate of incorporation or bylaws of Buyer, (B) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Buyer is a party or by which any of its subsidiaries under, any Contract properties or Permit of the Company or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Companyassets are bound, or (iiiC) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreementany material judgment, violate order or decree, or any Law material statute, law, rule or Order regulation applicable to Buyer or its property or assets, other than any such consent, authorization or approval required under the Company or any of its subsidiaries or any of their AssetsHSR Act.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreement.
Appears in 1 contract
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the The Company has the full corporate power and authority necessary to executeexecute and deliver this Agreement, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and the Shareholders, and no other corporate proceedings on the part of the Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company and the Shareholders of the transactions contemplated hereby. The execution, delivery and performance of the Company's ’s obligations under this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated herebyherein, including the Merger, have been duly and validly authorized by all necessary corporate action (the Shareholders and by Closing, all such shareholder action) in respect thereof on the part of the Company. This Agreement represents a legal, valid and binding obligation of the CompanyCompany and the Shareholders, enforceable against the Company and the Shareholders in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of the Company and the Shareholders, there is no fact or condition relating to the Company or the Shareholders that would prevent all regulatory approvals required for the consummation of the transactions contemplated hereby from being obtained.
(b) Neither the execution and delivery of this Agreement by the CompanyCompany and the Shareholders, nor the consummation by the Company and the Shareholders of the transactions contemplated hereby, nor compliance by the Company and the Shareholders with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Company's ’s articles of incorporation or incorporation, charter, bylaws or any other similar governing document, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries Subsidiaries under, any Contract or Permit of the Company or any of its subsidiariesSubsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) Section 8.1 of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries Subsidiaries or any of their respective Assets.
(c) Other than Except for the Merger Filing with the Secretary of State of the State of Texas in connection or compliance with the provisions of the Securities Laws and banking Regulatory AuthoritiesMerger, no declaration, filing or registration with, or notice to, filing withor authorization, consent or Consent approval of, any Governmental Authority is necessary for the consummation by the Company and the Shareholders of the Merger and the other transactions contemplated in this Agreement.
Appears in 1 contract
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of the Company's obligations under this Agreement and the consummation of the transactions contemplated hereby, including the MergerMergers, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Company. This Agreement represents a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought).
(b) Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company Parties of the transactions contemplated hereby, nor compliance by the Company Parties with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Company's Company Parties' articles of incorporation or incorporation, charter, bylaws or any other similar governing document, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B9.1(B) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries or any of their Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company and the Company Bank of the Merger Mergers and the other transactions contemplated in this Agreement.
Appears in 1 contract
Authority; No Conflicts. (a) Subject Seller is a corporation duly organized and in good standing under the laws of the State of Delaware and, subject to required regulatory and shareholder approvalsthe limitations imposed on Seller as a result of having filed a petition for relief under the Bankruptcy Code, the Company has the corporate requisite power and authority necessary to executeown, lease and operate its properties and to carry on its business as now conducted. Seller is duly licensed or qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or license. Seller has all requisite power and authority to execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or shall, pursuant to this Agreement, be a party, and to perform, carry out and consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of the Company's obligations under this Agreement and the Ancillary Agreements to which it is or shall, pursuant to this Agreement, be a party have been duly authorized by all necessary action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions. Except as a result of the Bankruptcy Case and subject to the entry of the Sale Approval Order by the Bankruptcy Court, neither the execution and the delivery of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated herebyhereby and thereby, including the Mergerwill (a) conflict with, have been duly and validly authorized by all necessary corporate action (and by Closingresult in a violation, all such shareholder action) in respect thereof on the part default, acceleration or breach of the Company. This Agreement represents terms of (with or without notice or passage of time), require the consent of a legalparty under, valid and binding obligation or create in any party the right to accelerate, terminate, modify or cancel (i) the organizational documents of the CompanySeller, enforceable against the Company in accordance with its terms or (except in all cases as such enforceability may be limited by applicable bankruptcyii) any Purchased Contract or acquired Permit, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought).
(b) Neither result in the execution and delivery creation or imposition of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any Encumbrance on any of the provisions hereofPurchased Assets, will (ic) conflict with or result in a violation or breach of any provision of the Company's articles of incorporation law or bylaws or any other similar governing document, or (ii) constitute or result in a Default underregulation applicable to, or require any Consent pursuant to, the consent of a Governmental Entity with authority over Seller or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries or any of their Purchased Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement
Authority; No Conflicts. (ai) Subject to required regulatory Buyer is a corporation duly organized, validly existing and shareholder approvals, in good standing under the Company laws of the State of Missouri. Buyer has the all requisite corporate power and authority necessary to execute, deliver and perform its obligations under enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby. The All corporate acts and other proceedings, including approval by Buyer’s board of directors, required to be taken by Buyer to authorize the execution, delivery and performance of the Company's obligations under this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby, including the Merger, hereby and thereby have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Companyproperly taken. This Agreement represents a legalhas been duly executed and delivered by Buyer, and the Ancillary Agreements shall be duly and validly executed and delivered by Buyer. This Agreement and the Ancillary Agreements constitute, or will constitute, as the case may be, valid and binding obligation obligations of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms (their respective terms, except in all cases as to the extent that such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement laws now or hereafter in effect relating to creditors’ rights generally, and general principles of creditors' rights generally equity (regardless of whether such enforceability is considered in a proceeding in law or equity) and except that the availability remedy of specific performance, performance and injunctive relief and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought).
(bii) Neither the The execution and delivery by Buyer of this Agreement by and the CompanyAncillary Agreements do not, nor and the consummation by the Company Buyer of the transactions contemplated hereby, nor hereby and thereby and compliance by Buyer with the Company with any of the provisions hereofterms hereof and thereof will not, will (i) conflict with with, or result in a breach any violation of any provision of the Company's articles of incorporation or bylaws or any other similar governing document, or (ii) constitute or result in a Default default under, or require give rise to a right of termination, cancellation or acceleration of any Consent pursuant toobligation or loss of a benefit under, or result in the creation of any Lien on lien, claim, encumbrance, security interest, option, charge or restriction of any Asset kind upon any of the Company properties or assets of Buyer under, or require any consent, authorization or approval under any provision of (A) the Articles of Incorporation or By-laws of Buyer, (B) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Buyer is a party or by which any of its subsidiaries under, any Contract properties or Permit of the Company or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Companyassets are bound, or (iiiC) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreementany judgment, violate order or decree, or any Law statute, law, ordinance, rule or Order regulation applicable to Buyer or its property or assets, other than any such consent, authorization or approval required under the Company HSR Act or any of its subsidiaries listed or any of their Assetsdescribed on Schedule 3(a)(iii).
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreement.
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Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery of and performance of the Company's its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herebyherein, including the MergerMergers, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the CompanyBuyer. This Agreement represents a legal, valid valid, and binding obligation of the CompanyBuyer, enforceable against the Company it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought).
(b) Neither the execution and delivery of this Agreement by the CompanyBuyer, nor the consummation by the Company Buyer Parties of the transactions contemplated hereby, nor compliance by the Company Buyer Parties with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of the Company's Buyer Parties' articles of incorporation or bylaws or any other similar governing documentbylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company Buyer or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries or any of their Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreement.Buyer or
Appears in 1 contract
Authority; No Conflicts. (ai) Subject to required regulatory and shareholder approvals, the The Company has the all requisite corporate power and authority necessary to execute, execute and deliver and perform its obligations under this Agreement Amendment No. 1 and to consummate the transactions contemplated herebyby Amendment No. 1 (which shall include, for all purposes hereunder, without limitation, the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein)). The execution, delivery and performance of the Company's obligations under this Agreement Amendment No. 1 and the consummation of the transactions contemplated hereby, including the Merger, by Amendment No. 1 have been duly and validly authorized by the Board of Directors of the Company and all necessary neces- sary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Company. This Agreement represents a Amendment No. 1 has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting the enforcement creditors generally, by general equity principles (regardless of creditors' rights generally whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought)fair dealing.
(bii) Neither The execution and delivery of Amendment No. 1 does not and the consummation of the transactions contemplated by Amendment No. 1 will not cause or result in any Violation pursuant to: (A) any provision of the Organizational Documents of the Company or any of its Subsidiaries (B) (x) any Company Material Contract or (y) any other contract, agreement or binding obligation to which the Company or any Subsidiary is a party or to which any of its or their assets are bound or (C) any Law.
(iii) No consent, waiver, permit, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity (other than those which have been obtained or made) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement Amendment No. 1 by the Company, nor Company or the consummation by the Company of the transactions contemplated hereby, nor compliance by Amendment No. 1.
(iv) Upon execution and delivery by the Company with any and the Trustee under the Indenture (the "Trustee") of the provisions hereofSupplemental Indenture in accordance with the Tender Offer, the Majority Covenants (as defined herein) will (i) conflict with or result in a breach of any provision of the Company's articles of incorporation or bylaws or any other similar governing document, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreement, violate any Law or Order applicable apply to the Company or any of its subsidiaries or any affiliates. The Company has reviewed the Supplemental Indentures with its counsel, the Trustee and such Trustee's counsel, and is aware of their Assets.
(c) Other than in connection or compliance with the provisions no reason that, assuming receipt of the Securities Laws and banking Regulatory AuthoritiesRequisite Consents (as defined herein), no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation Supplemental Indenture would not be executed by the Company of the Merger and the other transactions contemplated in this AgreementTrustee.
Appears in 1 contract
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Subject to required shareholder approval, the execution, delivery and performance of the Company's obligations under this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated herebyherein, including the Merger, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Company. This Agreement represents a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of the Company, there is no fact or condition relating to the Company that would prevent all regulatory approvals required for the consummation of the transactions contemplated hereby from being obtained.
(b) Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Company's articles of incorporation or bylaws or any other similar governing documentbylaws, or (ii) constitute or result in a Default underDefault, or require any Consent pursuant toConsent, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries underCompany, under any Contract or Permit of the Company or any of its subsidiariesCompany, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this AgreementSection 8.1, violate any Law or Order applicable to the Company or any of its subsidiaries or any of their Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and Law administered by banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreement.
Appears in 1 contract
Authority; No Conflicts. (ai) Subject to required regulatory Each of ZSIT and shareholder approvals, the Company Merger Sub has the all requisite corporate power and authority necessary to execute, execute and deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of the Company's obligations under this Agreement and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of each of ZSIT and Merger Sub and no other corporate proceedings on the Companypart of ZSIT or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby. This Agreement represents has been duly executed and delivered by each of ZSIT and Merger Sub and constitutes a legal, valid and binding obligation agreement of the Companyeach of ZSIT and Merger Sub, enforceable against the Company them in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting the enforcement creditors generally or by general equitable principles (regardless of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding may be broughtin equity or at law).
(bii) Neither the execution, delivery and performance by ZSIT or Merger Sub of this Agreement nor the consummation of the transactions contemplated hereby (1) violates any provision of the articles of incorporation or bylaws of ZSIT or Merger Sub; (2) violates, conflicts with or results in a breach or default under (after the giving of notice or the passage of time or both), permits the termination of, or relieves the other party of its obligations under, any agreement or instrument to which ZSIT or Merger Sub is a party or by which it or any of its properties or assets may be bound, or results in the creation of any mortgage, lien, security interest, charge or other encumbrance of any kind upon any of its properties or assets; or (3) violates any laws, regulations or orders of any applicable jurisdiction which are binding on ZSIT or Merger Sub.
(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or authority is required by ZSIT or Merger Sub in connection with the execution and delivery of this Agreement by the Company, nor or the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Company's articles of incorporation or bylaws or any other similar governing document, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries or any of their Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreementhereby, except for those required under (A) Florida Law, and (B) any applicable state securities or “blue sky” laws.
Appears in 1 contract
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery of and performance of the Company's its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated hereby, including the Merger, herein have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the CompanyBuyer. This Agreement represents a legal, valid valid, and binding obligation of the CompanyBuyer, enforceable against the Company it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought).
(b) Neither the execution and delivery of this Agreement by the CompanyBuyer, nor the consummation by the Company Buyer Parties of the transactions contemplated hereby, nor compliance by the Company Buyer Parties with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of the Company's articles any Buyer Party’s certificate of incorporation or bylaws or any other similar governing documentbylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company Buyer or any of its subsidiaries under, any Contract or Permit of the Company Buyer or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(BSection 9.1(b) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries Buyer Parties or any of their respective Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company Buyer and the Buyer Bank of the Merger Mergers and the other transactions contemplated in this Agreement.
Appears in 1 contract
Authority; No Conflicts. (ai) Subject to required regulatory and shareholder approvals, the Company AHP has the all requisite corporate power and authority necessary to execute, deliver and perform its obligations under enter into this Agreement and to consummate the transactions contemplated hereby, subject, in the case of the issuance of the shares of AHP Common Stock to be issued in the Merger (the "Share Issuance"), to the approval by the stockholders of AHP of the Share Issuance by the Required AHP Vote (as defined in Section 3.1(g)). The execution, execution and delivery and performance of the Company's obligations under this Agreement and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of AHP, subject in the Companycase of the Share Issuance, to the approval by the stockholders of AHP of the Share Issuance by the Required AHP Vote. This Agreement represents has been duly executed and delivered by AHP and constitutes a legal, valid and binding obligation agreement of the CompanyAHP, enforceable against the Company it in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting the enforcement creditors generally or by general equity principles (regardless of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding may be broughtin equity or at law).
(bii) Neither the The execution and delivery of this Agreement by AHP does not or will not, as the Companycase may be, nor and the consummation by the Company AHP of the Merger and the other transactions contemplated herebyhereby will not, nor compliance by the Company with any of the provisions hereofconflict with, will (i) conflict with or result in any violation of, or constitute a breach default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the Company's articles certificate of incorporation or bylaws or by-laws of AHP, any other similar governing documentmaterial Subsidiary of AHP or, to the knowledge of AHP, any of its Majority Owned Affiliates, or (iiB) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiaries, except as could would not reasonably be expected to have a Material Adverse Effect on AHP or, to the Companyknowledge of AHP, Newco following the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreementbelow, violate any Law loan or Order credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AHP, any Subsidiary of AHP or, to the Company or knowledge of AHP, any of its subsidiaries Majority Owned Affiliates, or any of their Assetsrespective properties or assets.
(ciii) Other than in connection No consent, approval, order or compliance with the provisions of the Securities Laws and banking Regulatory Authoritiesauthorization of, no notice toor registration, declaration or filing with, any supranational, national, state, municipal, local or Consent offoreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Authority Entity"), is necessary for required by or with respect to AHP or any Subsidiary of AHP in connection with the execution and delivery of this Agreement by AHP or the consummation by the Company of the Merger and the other transactions contemplated hereby, except for those required under or in this Agreementrelation to (A) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" lawx (xxx "Xxxx Xxx Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on AHP. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents".
Appears in 1 contract
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the The Company has the all requisite corporate power and corporate authority necessary to execute, enter into and deliver and perform its obligations under this Agreement and and, subject to the adoption of this Agreement by the requisite vote of the holders of Company Common Stock, to consummate the transactions contemplated hereby. The execution, delivery Board of Directors of the Company has duly authorized and performance of approved this Agreement and the transactions contemplated by this Agreement and has resolved to recommend to the Company's obligations stockholders that they approve this Agreement and the transactions contemplated under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the stockholders of the Company. This Agreement represents has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company it in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting the enforcement of creditors' rights creditors generally and except that the availability by general equity principles (regardless of specific performance, injunctive relief and other equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding may be broughtin equity or at law).
(b) Neither The delivery and performance of this Agreement by the Company and consummation by it of the transactions contemplated hereby will not (i) violate any provision of the organizational documents of the Company or any Company Subsidiary; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or a Company Subsidiary is party or to which either of them or any of their assets or properties is bound or subject; (iii) violate any law, ordinance or regulation or any order, judgment, injunction, decree or requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or a Company Subsidiary or by which any of their assets or properties is bound; or (iv) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii) and (iv) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not have a Material Adverse Effect on the Company.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any U.K., U.S. or foreign supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, or other governmental or quasi-governmental authority (a "Governmental Entity"), is required to be obtained by the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement by the Company, nor Company or the consummation by the Company of the transactions contemplated hereby, nor compliance by except for (x) those required under or in relation to (A) U.S. state securities or "blue sky" laws, (B) the Company with any Securities Act of 1933, as amended (the "Securities Act"), including the filing of the provisions hereofForm F-4 (as defined below) with the Securities and Exchange Commission ("SEC"), will (iC) conflict with or result in a breach the Securities Exchange Act of any provision 1934, as amended (the "Exchange Act"), including the filing of the Company's articles Proxy Statement (as defined below), (E) the DGCL with respect to the filing and recordation of incorporation appropriate merger or bylaws or any other similar governing documentdocuments, or (iiF) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset rules and regulations of the Company LSE, and (G) antitrust or any other competition laws of its subsidiaries underother jurisdictions, any Contract and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or Permit of the Company or any of its subsidiaries, except as obtain could not reasonably be expected to have a Material Adverse Effect on the Company, Company or (iii) subject to obtaining impair or delay the requisite Consents referred to in SECTION 8.1(B) ability of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries or any of their Assets.
(c) Other than in connection or compliance with to consummate the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreementhereby.
Appears in 1 contract
Authority; No Conflicts. (ai) Subject to required regulatory and shareholder approvals, the The Company has the all requisite corporate power and authority necessary to execute, execute and deliver and perform its obligations under this Agreement Amendment No. 1 and to consummate the transactions contemplated herebyby Amendment No. 1 (which shall include, for all purposes hereunder, without limitation, the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein)). The execution, delivery and performance of the Company's obligations under this Agreement Amendment No. 1 and the consummation of the transactions contemplated hereby, including the Merger, by Amendment No. 1 have been duly and validly authorized by the Board of Directors of the Company and all necessary nec -1- xxxxxx corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Company. This Agreement represents a Amendment No. 1 has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting the enforcement creditors generally, by general equity principles (regardless of creditors' rights generally whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought)fair dealing.
(bii) Neither The execution and delivery of Amendment No. 1 does not and the consummation of the transactions contemplated by Amendment No. 1 will not cause or result in any Violation pursuant to: (A) any provision of the Organizational Documents of the Company or any of its Subsidiaries (B) (x) any Company Material Contract or (y) any other contract, agreement or binding obligation to which the Company or any Subsidiary is a party or to which any of its or their assets are bound or (C) any Law.
(iii) No consent, waiver, permit, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity (other than those which have been obtained or made) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement Amendment No. 1 by the Company, nor Company or the consummation by the Company of the transactions contemplated hereby, nor compliance by Amendment No. 1.
(iv) Upon execution and delivery by the Company with any and the Trustee under the Indenture (the "Trustee") of the provisions hereofSupplemental Indenture in accordance with the Tender Offer, the Majority Covenants (as defined herein) will (i) conflict with or result in a breach of any provision of the Company's articles of incorporation or bylaws or any other similar governing document, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its subsidiaries under, any Contract or Permit of the Company or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(B) of this Agreement, violate any Law or Order applicable apply to the Company or any of its subsidiaries or any affiliates. The Company has reviewed the Supplemental Indentures with its counsel, the Trustee and such Trustee's counsel, and is aware of their Assets.
(c) Other than in connection or compliance with the provisions no reason that, assuming receipt of the Securities Laws and banking Regulatory AuthoritiesRequisite Consents (as defined herein), no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation Supplemental Indenture would not be executed by the Company of the Merger and the other transactions contemplated in this AgreementTrustee.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Company Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery of and performance of the Company's its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated hereby, including the Merger, herein have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the CompanyBuyer. This Agreement represents a legal, valid valid, and binding obligation of the CompanyBuyer, enforceable against the Company it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought).
(b) Neither the execution and delivery of this Agreement by the CompanyBuyer, nor the consummation by the Company Buyer Parties of the transactions contemplated hereby, nor compliance by the Company Buyer Parties with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of the Companyany Buyer Party's articles of incorporation or bylaws or any other similar governing documentbylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company Buyer or any of its subsidiaries under, any Contract or Permit of the Company Buyer or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in SECTION 8.1(Bin
Section 9.1 (b) of this Agreement, violate any Law or Order applicable to the Company or any of its subsidiaries Buyer Parties or any of their respective Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company Buyer and the Buyer Bank of the Merger Mergers and the other transactions contemplated in this Agreement.
Appears in 1 contract
