Authority Non Contravention Governmental Consents Sample Clauses

Authority Non Contravention Governmental Consents. Board Approval; Anti-Takeover Statutes.
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Authority Non Contravention Governmental Consents. (a) The Majority Shareholder has all requisite estate power and authority to enter into and to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Majority Shareholder and the consummation by the Majority Shareholder of the transactions contemplated hereby have been duly authorized by all necessary estate action on the part of the Majority Shareholder and no other estate proceedings on the part of the Majority Shareholder are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Majority Shareholder and, assuming due execution and delivery by Buyer, constitutes the valid and binding obligation of the Majority Shareholder, enforceable against the Majority Shareholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors rights generally and by general principles of equity.
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Authority Non Contravention Governmental Consents. (a) Buyer has all requisite power, authority and legal capacity to enter into and to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the Minority Offer and the other transactions contemplated hereby have been duly authorized and no other proceedings on the part of Buyer are necessary to authorize the execution and delivery of this Agreement or to consummate the Minority Offer and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and, assuming due execution and delivery by the Company, constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors rights generally and by general principles of equity.
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Authority Non Contravention Governmental Consents. (a) Each of the Buyer Parties has all requisite corporate or limited liability company power and authority to enter into and to perform its obligations under each of the Transaction Documents and to consummate the Transactions. The execution and delivery of each of the Transaction Documents by each of the Buyer Parties and the consummation by the Buyer Parties of the Transactions have been duly authorized by all necessary corporate or limited liability company action on the part of the Buyer Parties and no other corporate or limited liability company proceedings on the part of the Buyer Parties are necessary to authorize the execution and delivery of this Agreement or to consummate the Transactions. This Agreement has been duly executed and delivered by the Buyer Parties and, assuming due execution and delivery by the Company, constitutes the valid and binding obligation of the Buyer Parties, enforceable against the Buyer Parties in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors’ rights generally and by general principles of equity. When signed, each of the Transaction Documents and the other agreements, documents, certificates, and instruments to be executed and delivered by any of the Buyer Parties in connection with this any of the Transaction Documents and any of the Transactions shall have been duly executed and delivered by each of the Buyer Parties party thereto and shall constitute the valid and binding obligation of each of the Buyer Parties party thereto, enforceable against each such Buyer Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors’ rights generally and by general principles of equity.
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Authority Non Contravention Governmental Consents board approval
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Authority Non Contravention Governmental Consents. 1 Section 4.03 Information Statement 1
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Authority Non Contravention Governmental Consents 
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Related to Authority Non Contravention Governmental Consents

  • Authority; Non-Contravention Sub has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings on the part of Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, 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 obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub under, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

  • Governmental Consents No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

  • No Governmental Consents No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.

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