Authority; No Violations; Approvals. (a) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale of the Shares and, upon any conversion of the Shares hereunder, the issuance of the Common Stock issuable upon such conversion. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been, and at or prior to the Closing the other Transaction Documents will be, duly executed and delivered by the Company and the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. The Statement of Resolution and, assuming this Agreement and each of the other Transaction Documents to which such Investor is a party constitute the valid and binding obligations of such Investor, this Agreement and each of the other Transaction Documents constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of any material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Articles of Incorporation or Bylaws or any provision of the comparable organizational documents of any of the Company’s Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license or other contract or agreement, arrangement or understanding to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (iv) assuming the Approvals referred to in Section 3.4(c) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. (c) No Approval from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for the filing of the Statement of Resolution in accordance with Section 2.13 of the Texas Business Corporations Act.
Appears in 1 contract
Authority; No Violations; Approvals. (a) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale acquisition of the Shares and, upon any conversion of the Shares hereunderShares, the issuance of the Common Stock issuable upon such conversionUnderlying Shares by Purchaser hereunder. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been, and at or prior to the Initial Closing the other Transaction Documents will be, duly executed and delivered by the Company and the Statement Certificates of Resolution has Designation have been duly adopted by the Board of Directors in accordance with applicable Law. The Statement Each of Resolution the Certificates of Designation and, assuming this Agreement and each of the other Transaction Documents to which such Investor Purchaser is a party constitute the valid and binding obligations of such InvestorPurchaser, this Agreement and each of the other Transaction Documents constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of any material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (iA) the Articles Certificate of Incorporation or Bylaws or any provision of the comparable organizational documents of any of the Company’s 's Subsidiaries, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license or other contract or agreement, arrangement or understanding to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Subsidiaries, (iiiC) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (ivD) assuming the Approvals referred to in Section 3.4(c) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (B) (other than with respect to any material loan or credit agreement, note, bond, mortgage or indenture or any Material Contract or any plan or agreement providing for the payment of any benefit to directors, officers or employees of the Company or its subsidiaries), (C) or (D), any such conflicts, violations, defaults, rights, Liens or detriments, that, individually or in the aggregate, (x) have not had and could not reasonably be expected to have a Material Adverse Effect, (y) have not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, and (z) have not and could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions, or performance of the obligations, contemplated by any of the Transaction Documents.
(c) No Approval from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto (which filing and expiration or termination are not required for the Initial Closing), (B) the filing of the Statement Certificates of Resolution Designation in accordance with Section 2.13 103 of the Texas Business Corporations ActDelaware General Corporation Law, and (C) any such Approvals the failure of which to be made or obtained (1) has not had and could not reasonably be expected to have a Material Adverse Effect, (2) has not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect and (3) have not and could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.
Appears in 1 contract
Samples: Purchase Agreement (SCF Iv Lp)
Authority; No Violations; Approvals. (a) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale of the Shares and, upon any conversion of the Shares hereunder, the issuance of the Common Stock issuable upon such conversion. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been, and at or prior to the Closing the other Transaction Documents will be, duly executed and delivered by the Company and the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. The Statement of Resolution and, assuming this Agreement and each of the other Transaction Documents to which such Investor is a party constitute the valid and binding obligations of such Investor, this Agreement and each of the other Transaction Documents constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of any material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Articles of Incorporation or Bylaws or any provision of the comparable organizational documents of any of the Company’s 's Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license or other contract or agreement, arrangement or understanding to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (iv) assuming the Approvals referred to in Section 3.4(c) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets.
(c) No Approval from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for the filing of the Statement of Resolution in accordance with Section 2.13 of the Texas Business Corporations Act.
Appears in 1 contract
Authority; No Violations; Approvals. (a) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale of the Shares Securities and, upon any exercise of the Warrants or conversion of the Shares hereunderShares, the issuance of the Common Stock issuable upon such conversionUnderlying Shares to Purchaser hereunder. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been, and and, subject to the completion of the Closing, at or prior to the Closing the other Transaction Documents Warrants and the Registration Rights Agreement will be, duly executed and delivered by the Company Company, and the Statement Certificate of Resolution Designation has been duly adopted by the Board of Directors in accordance with applicable Law. The Statement Certificate of Resolution Designation (upon the filing of the same with the Delaware Secretary of State) and, assuming this Agreement and each of the other Transaction Documents to which such Investor Purchaser is a party constitute the valid and binding obligations of such InvestorPurchaser, this Agreement and each of the other Transaction Documents Warrants and the Registration Rights Agreement, constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The execution and delivery of this Agreement and each of the other Transaction Documents Warrants and the Registration Rights Agreement, and the adoption of the Certificate of Designation, does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of any material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the material properties or assets of the Company or any of its Material Subsidiaries under, or otherwise result in a material detriment to the Company or its Material Subsidiaries under, any provision of (iA) the Articles Certificate of Incorporation or Bylaws or any provision of the comparable organizational documents of any of the Company’s 's Material Subsidiaries, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license or other contract or agreement, arrangement or understanding to which the Company or any of its Material Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Material Subsidiaries, (iiiC) any joint venture or other ownership arrangement to which the Company or any of its Material Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (ivD) assuming the Approvals referred to in Section 3.4(c) are duly and timely obtained or made, any Law or -------------- Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (B) (other than with respect to any material loan or credit agreement, note, bond, mortgage or indenture or any Material Contract), (C) or (D), any such conflicts, failures to obtain consents, violations, defaults, rights, losses, Liens or detriments, that, individually or in the aggregate, (x) have not had and could not reasonably be expected to have a Material Adverse Effect, (y) have not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, and (z) have not and could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions, or performance of any of the obligations of the Company contemplated by any of the Transaction Documents.
(c) No Approval from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for for: (A) the possible filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto in connection with the issuance of Underlying Shares (but not in order to consummate the Closing), (B) the filing of the Statement Certificate of Resolution Designation in accordance with the requirements of Section 2.13 103 of the Texas Business Corporations ActDelaware General Corporation Law and (C) any such Approvals the failure of which to be made or obtained (1) has not had and could not reasonably be expected to have a Material Adverse Effect, (2) has not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect and (3) have not and could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.
Appears in 1 contract
Authority; No Violations; Approvals. (a) The Board has approved by a vote of not less than a majority of the "Continuing Directors" (as defined in the Company's Certificate of Incorporation) holding office as of such date expressly approved, in advance of the acquisition of the Notes, the Underlying Shares and such other acquisition of the Company's securities as are contemplated by this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale of the Shares and, upon any conversion of the Shares hereunder, the issuance of the Common Stock issuable upon such conversion. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been, and at or prior to the Closing the other Transaction Documents will be, have been duly executed and delivered by the Company except the Notes, which will be duly executed and the Statement of Resolution has been duly adopted delivered by the Board Company upon payment of Directors in accordance with applicable Lawthe Purchase Price therefor. The Statement of Resolution and, assuming Assuming this Agreement and each of the other Transaction Documents to which such Investor is Purchasers are a party constitute the valid and binding obligations of such InvestorPurchasers, this Agreement and each of the other Transaction Documents constitutes or in the case of the Notes, when issued and delivered will constitute, a valid and binding obligation of the Company enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The Except as set forth in Schedule 3.4(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of any material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, under any provision of (iA) the Articles Certificate of Incorporation or Bylaws or any provision of the comparable organizational documents of any of the Company’s 's Subsidiaries, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license indenture or other contract or agreement, agreement arrangement or understanding to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (ivC) assuming the Approvals referred to in Section 3.4(c) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets.the
(c) No Approval from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for for: (A) such Approvals as may be required by any applicable state securities or "blue sky" laws; and (B) any such Approvals the filing failure of which to be made or obtained (1) could not reasonably be expected to have a Material Adverse Effect, (2) could not reasonably be expected to impair the ability of the Statement of Resolution in accordance with Section 2.13 Company to perform its obligations under any of the Texas Business Corporations ActTransaction Documents in any material respect and (3) could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.
Appears in 1 contract
Authority; No Violations; Approvals. (ai) The Board of Directors has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale of the Shares and, upon any conversion of the Shares hereunder, the issuance of the Common Stock issuable upon such conversion. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the obligations contemplated hereby and therebythereby (except as otherwise contemplated in this Agreement). The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been, and at or prior to the Closing each of the other Transaction Documents will be, have been duly executed and delivered by the Company and the Statement of Resolution Preferred Stock Designations has been duly adopted by the Board of Directors in accordance with applicable Lawlaw. The Statement Each of Resolution the Preferred Stock Designations and, assuming this Agreement and each of the other Transaction Documents to which such Investor is a party the Purchasers are parties constitute the valid and binding obligations of such Investorthe Purchasers, this Agreement and each of the other Transaction Documents constitutes a constitute valid and binding obligation obligations of the Company enforceable in accordance with its their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(bii) The Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person party to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, a right to demand payment or acceleration of any material obligation or to the loss of any a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, or otherwise result in a material detriment to the Company or any of its Subsidiaries under, any provision of (iA) the Articles Company's Certificate of Incorporation or Bylaws or any provision of the comparable charter or organizational documents of any of the Company’s its Subsidiaries, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license or other contract or agreement, arrangement or understanding to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (iv) assuming the Approvals referred to in Section 3.4(c) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets.
(c) No Approval from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for the filing of the Statement of Resolution in accordance with Section 2.13 of the Texas Business Corporations Act.other
Appears in 1 contract
Authority; No Violations; Approvals. (a) The Board has approved by a vote of not less than a majority of the "Continuing Directors" (as defined in the Company's Certificate of Incorporation) holding office as of such date expressly approved, in advance of the acquisition of the Notes, the Underlying Shares and such other acquisition of the Company's securities as are contemplated by this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale of the Shares and, upon any conversion of the Shares hereunder, the issuance of the Common Stock issuable upon such conversion. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been, and at or prior to the Closing the other Transaction Documents will be, have been duly executed and delivered by the Company except the Notes, which will be duly executed and the Statement of Resolution has been duly adopted delivered by the Board Company upon payment of Directors in accordance with applicable Lawthe Purchase Price therefor. The Statement of Resolution and, assuming Assuming this Agreement and each of the other Transaction Documents to which such Investor is Purchasers are a party constitute the valid and binding obligations of such InvestorPurchasers, this Agreement and each of the other Transaction Documents constitutes or in the case of the Notes, when issued and delivered will constitute, a valid and binding obligation of the Company enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The Except as set forth in Schedule 3.4(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of any material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, under any provision of (iA) the Articles Certificate of Incorporation or Bylaws or any provision of the comparable organizational documents of any of the Company’s 's Subsidiaries, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license indenture or other contract or agreement, agreement arrangement or understanding to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (ivC) assuming the Approvals referred to in Section 3.4(c) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (B) or (C), any such violations, defaults, rights, Liens or detriments, that, individually or in the aggregate, (x) could not reasonably be expected to have a Material Adverse Effect, (y) could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, and (z) could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions, or performance of the obligations, contemplated by any of the Transaction Documents.
(c) No Approval from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for for: (A) such Approvals as may be required by any applicable state securities or "blue sky" laws; and (B) any such Approvals the filing failure of which to be made or obtained (1) could not reasonably be expected to have a Material Adverse Effect, (2) could not reasonably be expected to impair the ability of the Statement of Resolution in accordance with Section 2.13 Company to perform its obligations under any of the Texas Business Corporations ActTransaction Documents in any material respect and (3) could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.
Appears in 1 contract
Samples: Purchase Agreement (Lubys Inc)
Authority; No Violations; Approvals. (a) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale of the Shares and, upon any conversion of the Shares hereunder, the issuance of the Common Stock issuable upon such conversion. The Company Borrower has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents Warrants and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the CompanyBorrower. This Agreement has been, and at or prior to and, on the Closing Date the other Transaction Documents Warrants will be, duly executed and delivered by the Company Borrower. This Agreement and the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. The Statement of Resolution and, assuming this Agreement and each of the other Transaction Documents to which such Investor is a party Warrants constitute the valid and binding obligations of such Investor, this Agreement and each of the other Transaction Documents constitutes a valid and binding obligation of the Company Borrower enforceable in accordance with its their terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The execution and delivery of this Agreement and each of the other Transaction Documents Warrants does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of any material benefit under, or give rise to a right of purchase under, result in the creation of any Lien lien upon any of the material properties or assets of the Company Borrower or any of its Subsidiaries under, or otherwise result in a material detriment to the Borrower or its Subsidiaries under, any provision of (iA) the Articles of Incorporation or Bylaws or any provision of the comparable organizational documents of the Borrower or any of the Company’s its Subsidiaries, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license or other contract or agreement, arrangement or understanding to which the Company Borrower or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Subsidiariesbound, (iiiC) any joint venture or other ownership arrangement to which the Company Borrower or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (ivD) assuming the Approvals referred to in Section 3.4(c) are duly and timely obtained or made, any Law or Order Governmental Requirement applicable to the Company Borrower or any of its Subsidiaries or any of their respective properties or assets.
(c) No Approval approval, consent or filing with or from any Governmental Entity Authority is required by or with respect to the Company Borrower or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any other Transaction Document the Warrants by the Company Borrower or the consummation by the Company Borrower of the transactions contemplated hereby or thereby, except for the filing of the Statement of Resolution in accordance with Section 2.13 of the Texas Business Corporations Act.
Appears in 1 contract
Authority; No Violations; Approvals. (a) The Board has approved this Agreement, the other Transaction Documents Each of Parent and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale of the Shares and, upon any conversion of the Shares hereunder, the issuance of the Common Stock issuable upon such conversion. The Company Merger Sub has all requisite corporate power to execute and authority to enter into deliver this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the its obligations contemplated hereby and therebyhereunder. The execution execution, delivery and delivery performance of this Agreement by Xxxxxx and each of the other Transaction Documents Merger Sub and the consummation of each by Xxxxxx and Merger Sub of the transactions and Transactions, including the performance of each consummation of the obligations contemplated hereby and thereby Merger, have been duly and validly authorized by all necessary corporate action on the part of each of Parent and Merger Sub, subject to, with respect to consummation of the CompanyMerger, the filing of the Certificate of Merger and the Certificate of Designations for the Exchanged Parent Preferred Stock (the “Designation”) with, and acceptance for record by, the Delaware Department. This Agreement has been, and at or prior to the Closing the other Transaction Documents will be, been duly executed and delivered by the Company each of Parent and the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. The Statement of Resolution Merger Sub and, assuming the due and valid execution of this Agreement and each of by the other Transaction Documents to which such Investor is a party constitute the valid and binding obligations of such InvestorCompany, this Agreement and each of the other Transaction Documents constitutes a valid and legally binding obligation of the Company each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcyCreditors’ Rights. The Parent Board, insolvencyat a meeting duly called and held unanimously, reorganization(i) determined that this Agreement and the Transactions, moratorium including the Parent Stock Issuance, are in the best interests of Parent and other similar laws its shareholders and (ii) adopted and approved this Agreement and the Transactions, including the Parent Stock Issuance. The Merger Sub Sole Stockholder has (A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of general applicability relating Merger Sub and (2) adopted and approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or affecting creditors’ rights and the Merger Sub Sole Member have been rescinded, withdrawn or modified in any way. No approval of holders of Parent Capital Stock is necessary to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)approve the Transactions, including the Merger.
(b) The Except as set forth in Section 5.3(b) of the Parent Disclosure Letter, the execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof Transactions will not, conflict with, require the consent of any other Person to or result in any violation of, or default not (with or without notice or lapse of time, or both) (i) contravene, conflict with or result in a violation of any provision of the Organizational Documents of Parent or Merger Sub, (ii) result in a violation of, or default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of any a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of (i) the Articles of Incorporation or Bylaws or any provision of the comparable organizational documents of any of the Company’s Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license or other contract or agreement, arrangement or understanding Parent Contract to which the Company Parent or any of its Subsidiaries is a party or otherwise is bound or by which Parent, Merger Sub, any of them their respective Subsidiaries or their respective properties or assets are bound bound, or any existing Approval applicable to the Company or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (iv) assuming the Approvals Consents referred to in Section 3.4(c) 5.4 are duly and timely obtained or made, contravene, conflict with or result in a violation of any Law or Order applicable to the Company or Parent, any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) No Approval from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for the filing of the Statement of Resolution in accordance with Section 2.13 of the Texas Business Corporations Act.
Appears in 1 contract
Authority; No Violations; Approvals. (ai) The Board Each of WIC and Purchaser has approved this Agreement, the other Transaction Documents to which it is a party and the transactions contemplated hereby thereby. WIC has all requisite limited liability company power and therebyauthority, and declared this AgreementPurchaser has all requisite corporate, partnership or limited liability company, as the other case may be, power and authority, to enter into the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale of the Shares and, upon any conversion of the Shares hereunder, the issuance of the Common Stock issuable upon such conversion. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate limited liability company action on the part of WIC and all necessary corporate, partnership or limited liability company, as the Companycase may be, action on the part of Purchaser. This Agreement has been, and at or prior to the Closing the other Transaction Documents to which it is a party will be, duly executed and delivered by the Company WIC and the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. The Statement of Resolution Purchaser and, assuming this Agreement and each of the other Transaction Documents to which such Investor is a party constitute the valid, binding and enforceable obligations of the Company, constitute valid and binding obligations of such Investor, this Agreement WIC and each of the other Transaction Documents constitutes a valid and binding obligation of the Company Purchaser enforceable in accordance with its their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(bii) The execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of any a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company WIC or any of its Subsidiaries Purchaser under, any provision of (iA) the Articles of Incorporation or Bylaws or any provision of the comparable organizational documents of any of the Company’s SubsidiariesWIC or Purchaser, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license lease or other contract or agreement, arrangement or understanding agreement to which the Company WIC or any of its Subsidiaries Purchaser is a party or is otherwise is bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company WIC or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound Purchaser or (ivC) assuming the Approvals referred to in Section 3.4(c3.2(b)(iii) are duly and timely obtained or made, any Law or Order applicable to the Company WIC or any of its Subsidiaries Purchaser or any of their respective properties or assets, other than, in the case of clause (B) or (C), any such conflicts, violations, defaults, rights, losses, Liens or Laws that, individually or in the aggregate, have not and could not reasonably be expected to (x) have a material adverse effect on WIC or Purchaser, (y) impair the ability of WIC or Purchaser to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.
(ciii) No Approval of or from any Governmental Entity is required by or with respect to the Company WIC or any of its Subsidiaries Purchaser in connection with the execution and delivery of this Agreement or any other Transaction Document by the Company WIC or Purchaser or the consummation by the Company WIC or Purchaser of the transactions contemplated hereby or thereby, except for for: (A) the filing of a notification report by WIC and Purchaser under the Statement of Resolution in accordance with Section 2.13 HSR Act and the expiration or termination of the Texas Business Corporations Actapplicable waiting period with respect thereto; and (B) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of WIC or Purchaser to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.
Appears in 1 contract
Authority; No Violations; Approvals. (a) The Board has approved this Agreement, the other Transaction Documents Each of Parent and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale of the Shares and, upon any conversion of the Shares hereunder, the issuance of the Common Stock issuable upon such conversion. The Company Mxxxxx Sub has all requisite corporate organizational power to execute and authority to enter into deliver this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the its obligations contemplated hereby and therebyhereunder. The execution execution, delivery and delivery performance of this Agreement by Pxxxxx and each of the other Transaction Documents Mxxxxx Sub and the consummation of each by Pxxxxx and Merger Sub of the transactions and Transactions, including the performance of each consummation of the obligations contemplated hereby and thereby Merger, have been duly and validly authorized by all necessary corporate action on the part of each of Parent and Merger Sub, subject to, with respect to consummation of the CompanyMerger, the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department. This Agreement has been, and at or prior to the Closing the other Transaction Documents will be, been duly executed and delivered by the Company each of Parent and the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. The Statement of Resolution Merger Sub and, assuming the due and valid execution of this Agreement and each of by the other Transaction Documents to which such Investor is a party constitute the valid and binding obligations of such InvestorCompany, this Agreement and each of the other Transaction Documents constitutes a valid and legally binding obligation of the Company each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcyCreditors’ Rights. The Parent Board, insolvencyat a meeting duly called and held unanimously, reorganization(i) determined that this Agreement and the Transactions, moratorium including the Parent Stock Issuance, are in the best interests of Parent and other similar laws (ii) approved this Agreement and the Transactions, including the Parent Stock Issuance. The Merger Sub Sole Member has (A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of general applicability relating Merger Sub and (2) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or affecting creditors’ rights the Merger Sub Sole Member have been rescinded, withdrawn or modified in any way. There is no vote of the holders of any class or series of Parent Capital Stock necessary to approve the Transactions, including the Merger and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)the Parent Stock Issuance.
(b) The Except as set forth in Section 5.3(b) of the Parent Disclosure Letter, the execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof Transactions will not, conflict with, require the consent of any other Person to or result in any violation of, or default not (with or without notice or lapse of time, or both) (i) contravene, conflict with or result in a violation of any provision of the Organizational Documents of Parent or Merger Sub, (ii) result in a violation of, or default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of any a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of (i) the Articles of Incorporation or Bylaws or any provision of the comparable organizational documents of any of the Company’s Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license or other contract or agreement, arrangement or understanding Parent Contract to which the Company Parent or any of its Subsidiaries is a party or otherwise is bound or by which Parent, Merger Sub, any of them their respective Subsidiaries or their respective properties or assets are bound bound, or any existing Approval applicable to the Company or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (iv) assuming the Approvals Consents referred to in Section 3.4(c) 5.4 are duly and timely obtained or made, contravene, conflict with or result in a violation of any Law or Order applicable to the Company or Parent, any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) No Approval from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for the filing of the Statement of Resolution in accordance with Section 2.13 of the Texas Business Corporations Act.
Appears in 1 contract
Samples: Merger Agreement (Great Ajax Corp.)
Authority; No Violations; Approvals. (ai) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale stockholders of the Shares and, upon any conversion Company and has recommended to the Company's stockholders approval of the Shares hereunderPreferred Share Issuance, the issuance Warrant Issuance and the Restated Certificate, in each case by unanimous vote of the Common Stock issuable upon Board members present at the meeting of the Board at which such conversionactions were taken. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and and, subject to receipt of the approval referred to in the next following sentence, to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1. This Agreement has been, and at or prior to the Closing the other Transaction Documents will be, duly executed and delivered by the Company and the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. The Statement of Resolution and, assuming this Agreement and each of the other Transaction Documents to which such Investor is a party constitute the valid, binding and enforceable obligations of the other parties thereto, constitute valid and binding obligations of such Investor, this Agreement and each of the other Transaction Documents constitutes a valid and binding obligation of the Company enforceable in accordance with its their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(bii) The Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of any a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (iA) the Articles Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of the Company’s its Subsidiaries, (iiB) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license lease or other contract or agreement, arrangement or understanding agreement to which the Company or any of its Subsidiaries is a party or is otherwise is bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (ivD) assuming the Approvals referred to in Section 3.4(c3.1(d)(iii) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (C) or (D), any such conflicts, violations, defaults, rights, losses, Liens or Laws that, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Material Adverse Effect, (y) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.
(ciii) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (B) the filing of the Statement Restated Certificate, the Certificate of Resolution Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 2.13 103 of the Texas Business Corporations ActDelaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.
(iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.
Appears in 1 contract
Authority; No Violations; Approvals. (a) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale acquisition of the Shares and, upon any conversion of the Shares hereunderShares, the issuance of the Common Stock issuable upon such conversionUnderlying Shares by Purchaser hereunder. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been, and at or prior to the Initial Closing the other Transaction Documents will be, duly executed and delivered by the Company and the Statement Certificates of Resolution has Designation have been duly adopted by the Board of Directors in accordance with applicable Law. The Statement Each of Resolution the Certificates of Designation and, assuming this Agreement and each of the other Transaction Documents to which such Investor Purchaser is a party constitute the valid and binding obligations of such InvestorPurchaser, this Agreement and each of the other Transaction Documents constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of any material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (iA) the Articles Certificate of Incorporation or Bylaws or any provision of the comparable organizational documents of any of the Company’s 's Subsidiaries, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license or other contract or agreement, arrangement or understanding to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Subsidiaries, (iiiC) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (ivD) assuming the Approvals referred to in Section SECTION 3.4(c) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (B) (other than with respect to any material loan or credit agreement, note, bond, mortgage or indenture or any Material Contract or any plan or agreement providing for the payment of any benefit to directors, officers or employees of the Company or its subsidiaries), (C) or (D), any such conflicts, violations, defaults, rights, Liens or detriments, that, individually or in the aggregate, (x) have not had and could not reasonably be expected to have a Material Adverse Effect, (y) have not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, and (z) have not and could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions, or performance of the obligations, contemplated by any of the Transaction Documents.
(c) No Approval from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto (which filing and expiration or termination are not required for the Initial Closing), (B) the filing of the Statement Certificates of Resolution Designation in accordance with Section 2.13 103 of the Texas Business Corporations ActDelaware General Corporation Law, and (C) any such Approvals the failure of which to be made or obtained (1) has not had and could not reasonably be expected to have a Material Adverse Effect, (2) has not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect and (3) have not and could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.
Appears in 1 contract
Authority; No Violations; Approvals. (a) The Board has approved this Agreement, the other Transaction Documents Each of Parent and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. The Board has approved the issue and sale of the Shares and, upon any conversion of the Shares hereunder, the issuance of the Common Stock issuable upon such conversion. The Company Merger Sub has all requisite corporate power to execute and authority to enter into deliver this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the its obligations contemplated hereby and therebyhereunder. The execution execution, delivery and delivery performance of this Agreement by Pxxxxx and each of the other Transaction Documents Merger Sub and the consummation of each by Pxxxxx and Merger Sub of the transactions and Transactions, including the performance of each consummation of the obligations contemplated hereby and thereby Merger, have been duly and validly authorized by all necessary corporate action on the part of each of Parent and Merger Sub, subject to, with respect to consummation of the CompanyMerger, the filing of the Certificate of Merger and the Certificate of Designations for the Exchanged Parent Preferred Stock (the “Designation”) with, and acceptance for record by, the Delaware Department. This Agreement has been, and at or prior to the Closing the other Transaction Documents will be, been duly executed and delivered by the Company each of Parent and the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. The Statement of Resolution Merger Sub and, assuming the due and valid execution of this Agreement and each of by the other Transaction Documents to which such Investor is a party constitute the valid and binding obligations of such InvestorCompany, this Agreement and each of the other Transaction Documents constitutes a valid and legally binding obligation of the Company each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcyCreditors’ Rights. The Parent Board, insolvencyat a meeting duly called and held unanimously, reorganization(i) determined that this Agreement and the Transactions, moratorium including the Parent Stock Issuance, are in the best interests of Parent and other similar laws its shareholders and (ii) adopted and approved this Agreement and the Transactions, including the Parent Stock Issuance. The Merger Sub Sole Stockholder has (A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of general applicability relating Merger Sub and (2) adopted and approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or affecting creditors’ rights and the Merger Sub Sole Member have been rescinded, withdrawn or modified in any way. No approval of holders of Parent Capital Stock is necessary to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)approve the Transactions, including the Merger.
(b) The Except as set forth in Section 5.3(b) of the Parent Disclosure Letter, the execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof Transactions will not, conflict with, require the consent of any other Person to or result in any violation of, or default not (with or without notice or lapse of time, or both) (i) contravene, conflict with or result in a violation of any provision of the Organizational Documents of Parent or Merger Sub, (ii) result in a violation of, or default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of any a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of (i) the Articles of Incorporation or Bylaws or any provision of the comparable organizational documents of any of the Company’s Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise, license or other contract or agreement, arrangement or understanding Parent Contract to which the Company Parent or any of its Subsidiaries is a party or otherwise is bound or by which Parent, Merger Sub, any of them their respective Subsidiaries or their respective properties or assets are bound bound, or any existing Approval applicable to the Company or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (iv) assuming the Approvals Consents referred to in Section 3.4(c) 5.4 are duly and timely obtained or made, contravene, conflict with or result in a violation of any Law or Order applicable to the Company or Parent, any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) No Approval from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for the filing of the Statement of Resolution in accordance with Section 2.13 of the Texas Business Corporations Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Evofem Biosciences, Inc.)
