Authority of Parent. Each of Parent and Federal has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Federal and no other corporate proceedings on the part of Parent or Federal are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement and the other agreements contemplated hereby to be signed by Parent or Federal have been duly executed and delivered by Parent and/or Federal, as the case may be, and constitute valid and binding obligations of Parent and/or Federal, as the case may be, enforceable against Parent and/or Federal in accordance with their terms, subject to the qualifications that enforcement of the rights and remedies created hereby and thereby are subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Authority of Parent. The Requisite Investors may cause Parent to take any action, subject to compliance with this Agreement, permitted under this Agreement, and, except as otherwise explicitly set forth herein, Parent shall take only those actions approved in writing by the Requisite Investors.
Authority of Parent. Parent has all requisite power and authority to execute and deliver this Agreement and the Transaction Documents to be delivered by Parent at the Closing, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent of this Agreement and the Transaction Documents to be delivered by Parent at the Closing, and the performance by Parent of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary action. This Agreement has been, and the Transaction Documents to be delivered by Parent at the Closing will at the Closing be, duly and validly executed and delivered by Parent and constitutes (or, in the case of instruments to be delivered by Parent at the Closing, will at the Closing constitute) the legal, valid and binding obligations of Parent enforceable against Parent in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles.
Authority of Parent. Hidary may cause Parent to xxxx xny action, subject to compliance with this Agreement, permitted under this Agreement, and, except as otherwise set forth herein, Parent shall take only those actions approved by Hidary.
Authority of Parent. Each of Parent and Merger Sub has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement and the other agreements contemplated hereby to be signed by Parent or Merger Sub have been duly executed and delivered by Parent and Merger Sub, as the case may be, and constitute valid and binding obligations of Parent and Merger Sub, as the case may be, enforceable against Parent and Merger Sub in accordance with their terms, subject to the qualifications that enforcement of the rights and remedies created hereby and thereby are subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Authority of Parent. Each of the Parent and the Parent Group has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Parent and/or the Parent Group is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent of this Agreement and any other Transaction Document to which Parent is a party, the performance by Parent of its obligations hereunder and thereunder and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent. This Agreement has been duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by Company) this Agreement constitutes a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms. When each other Transaction Document to which Parent is or will be a party has been duly executed and delivered by Parent (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Parent enforceable against it in accordance with its terms.
Authority of Parent. Blackstone may cause Parent to take any action, subject to compliance with this Agreement, permitted under this Agreement, and, except as otherwise set forth herein, Parent shall take those actions that are either (x) approved by Blackstone or (y) otherwise specifically required by Parent to be taken as set forth herein.
Authority of Parent. (i) Parent has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Voting Agreement and to consummate the Transactions, subject to the Parent Stockholder Approval. The execution, delivery and performance of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement or to consummate the Transactions, subject, in the case of the consummation of the Transactions, to (A) the approval of the issuance of shares of Parent Common Stock pursuant to this Agreement (the “Share Issuance”) by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Parent Common Stock and (B) the adoption of this Agreement by the holders of a majority of all the outstanding shares of Parent Common Stock entitled to vote thereon (clauses (A) and (B), the “Parent Stockholder Approval”). This Agreement has been duly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (the “Bankruptcy and Equity Exception”).
(ii) The board of directors of Parent (the “Parent Board”), at a meeting duly called and held adopted resolutions (A) determining that the terms of this Agreement and the Transactions are fair to and in the best interests of Parent’s stockholders, (B) approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, (C) directing that this Agreement be submitted to the stockholders of Parent for adoption and (D) resolving, subject to the terms of this Agreement, to recommend that Parent’s stockholders adopt this Agreement and approve the issuance of shares of Parent Common Stock pursuant to this Agreement (this clause (D), the “Parent Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2.
(iii)...
Authority of Parent. (a) Parent has the requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to comply with the terms, conditions and provisions hereof and thereof.
Authority of Parent. Parent has full right, authority and power to ------------------- enter into this Agreement and each agreement, document and instrument to be executed and delivered by Parent pursuant to this Agreement and to carry out the transactions contemplated hereby. The execution, delivery and performance by Parent of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action of Parent and no other action on the part of Parent or its stockholders is required in connection therewith. This Agreement and each agreement, document and instrument executed and delivered by Parent pursuant to this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of Parent enforceable in accordance with their terms, except as the enforceability of the Agreement and such other agreements may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors' rights and except as the remedy of specific performance and other injunctive relief maybe unavailable in certain cases. The execution, delivery and performance by Parent of this Agreement and each such agreement, document and instrument:
(i) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Parent;
(ii) does not and will not violate any laws of the United States, or any state or other jurisdiction applicable to Parent or require Parent to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made, except for the filing of the Merger Certificate with the Secretary of State of the State of Delaware and except as contemplated by Sections 7.1(a), 7.3 and 8.1(e) of this Agreement; and
(iii) does not and will not (A) result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which Parent is a party or by which the property of Parent is bound or affected, except for such breaches, defaults, accelerations or rights of termination which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on ...
