Authority of Shareholder. Shareholder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Shareholder and the performance by Shareholder of its obligations hereunder have been duly authorized by all requisite action on the part of Shareholder. This Agreement has been duly and validly executed and delivered by Shareholder and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a legal, valid and binding obligation of Shareholder enforceable against Shareholder in accordance with its terms, except a limited by bankruptcy, insolvency and other similar Laws or equitable principles (but not those concerning fraudulent conveyance) generally affecting creditors’ rights and remedies.
Authority of Shareholder. Shareholder has full power and authority to execute and deliver this Agreement and each other document included herein as an Exhibit to this Agreement for which signature is required.
Authority of Shareholder. (a) Shareholder is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. Shareholder has all requisite corporate power and authority to execute and deliver this Agreement and each other agreement, instrument or document to be executed and delivered by Shareholder pursuant to this Agreement (collectively, the “Shareholder Related Agreements”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Shareholder and constitutes the valid and binding obligation of Shareholder, and is enforceable against Shareholder in accordance with its terms, except to the extent that enforceability is limited by the laws of bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies. Upon its execution and delivery by Shareholder, each Shareholder Related Agreement will constitute the valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except to the extent that enforceability is limited by the laws of bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies.
(b) Except as set forth in Section 3.4(b) of the Disclosure Schedule, the execution and delivery of this Agreement and the Shareholder Related Agreements by Shareholder will not, and the performance of this Agreement and the Shareholder Related Agreements by Shareholder and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with or violate any Laws applicable to Shareholder or by or to which any of its properties or assets is bound or subject or (ii) result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any Contract to which Shareholder is a party or by which any of its properties or assets are bound.
(c) Except as set forth in Section 3.4(c) of the Disclosure Schedule, the execution and delivery of this Agreement and the Shareholder Related Agreements by Shareholder will not, and the performance by Shareholder of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not, require Shareholder to obtain any consent, approval, authorization or permit of, or to make any filing with...
Authority of Shareholder. No Breach By Agreement........... 4 2.4
Authority of Shareholder. The execution and delivery by Shareholder of this Agreement and all other agreements and instruments contemplated hereunder, the performance by Shareholder of its obligations hereunder and thereunder, and the consummation by Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all necessary action by the Board of Directors of Shareholder, and no other act or proceeding on the part of Shareholder or its shareholders is necessary to approve the execution and delivery of this Agreement and such other agreements and instruments, the performance by Shareholder of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. The signatory officers of Shareholder have the power and authority to execute and deliver this Agreement, and all of the other agreements and instruments to be executed and delivered by Shareholder pursuant hereto, to consummate the transactions contemplated hereby and thereby and to take all other actions required to be taken by Shareholder pursuant to the provisions hereof and thereof.
Authority of Shareholder. 17 4.21 No Commissions................................................18 Article V CONDUCT OF BUSINESS PENDING THE CLOSING............................18 5.1 Conduct of Business Pending the Closing.......................18 5.2 Investigation of the Company by Parent........................19 5.3 Audit of Financial Statements.................................19
Authority of Shareholder. Notwithstanding the first paragraph of this ARTICLE IV, each Shareholder severally and not jointly, with respect to himself, herself, or itself only, represents and warrants as follows:
Authority of Shareholder. Shareholder has full power and authority to enter into this Agreement, and to consummate the transactions contemplated hereby, without the consent of or notice to any third-party, and to comply with the terms, conditions and provisions hereof. This Agreement has been duly authorized, executed and delivered by Shareholder and is, and each other agreement or instrument of Shareholder contemplated by it will be, the legal, valid and binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms. The execution, delivery and performance of this Agreement and the other agreements of the Shareholder contemplated hereby (collectively, the "Shareholder's Agreements") do not require the consent of or notice to any third-party. Neither the execution and delivery of the Shareholder's Agreements nor the consummation of the transactions contemplated thereby will conflict with or result in any violation of or constitute a default under any term of the certificate of incorporation or bylaws of the Company, or any agreement, mortgage, debt instrument, indenture, or other instrument, judgment, decree, order, award, law or regulation by which the Company or the Shareholder is bound, or result in the creation of any lien, security interest, charge or encumbrance upon any of the assets of the Company, or result in the cancellation, modification, revocation or suspension of any license, certificate, permit or authorization held by the Company, except as set forth in Schedule 3.6.
Authority of Shareholder. Shareholder has full and unrestricted legal right, power and authority to enter into this Agreement, and to sell, assign, transfer, and deliver to the Company valid, lawful and marketable title to the Shares to be sold, assigned and transferred by Shareholder pursuant to this Agreement. Shareholder represents that neither the execution and delivery of this Agreement or any other agreements contemplated hereby nor the consummation of the transactions contemplated hereby will conflict with or result in any violation of, or result in default or loss of a benefit under, or permit the acceleration of any obligation under, any judgment, order, decree, mortgage, contract, agreement, deed of trust, indenture, lease or other instrument or any federal, state or local statute, law, ordinance, rule, or regulation applicable to Shareholder or any of his assets or property or business.
Authority of Shareholder. Shareholder has full and unrestricted legal right, power and authority to enter into this Agreement, and to sell, assign, transfer, and deliver to Buyer valid, lawful and marketable title to the Shares to be sold, assigned and transferred by Shareholder pursuant to this Agreement. Shareholder represents that neither the execution and delivery of this Agreement or any other agreements contemplated hereby nor the consummation of the transactions contemplated hereby will, except as set forth on Section 2.2 of the Shareholder's Disclosure Schedule, conflict with or result in any violation of, or default under, any contract, agreement or commitment or any law applicable to Shareholder or the Corporation or any of its assets or property or its business. No action, consent or approval by, or filing by Shareholder or the Corporation with, any federal, state, municipal, foreign or other court or governmental body or agency, or any other regulatory body, is required in connection with the execution and delivery by the Shareholder of this Agreement or the consummation by Shareholder of the transactions contemplated hereby.
