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 as 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.
Authority of Shareholder. Shareholder is a resident of the State of Florida with full individual power to enter into and perform their obligations under the Transaction Documents to which Shareholder is a party.
Authority of Shareholder. PAGE 10 SECTION 3.03. NO BANKRUPTCY, ETC..................................... PAGE 11 SECTION 3.04. SHAREHOLDER AGREEMENTS................................. PAGE 11 SECTION 3.05. Independent Review .................................... PAGE 11 SECTION 3.06. Representations Concerning CGI Corp.................... PAGE 11 ARTICLE IV ........................................................... PAGE 13
Authority of Shareholder. (a) Such Selling Shareholder has the power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein to be consummated by such Selling Shareholder. This Agreement has been duly executed and delivered by such Selling Shareholder and this Agreement is a legal, valid and binding obligation of such Selling Shareholder enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally or general principles of equity. No approval by or filing with any Governmental Authority, or any other regulatory or self-regulatory body, is required in connection with the execution and delivery by such Selling Shareholder of this Agreement or the consummation by such Selling Shareholder of the transactions contemplated hereby, except under the HSR Act.
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. No Breach By Agreement........ 35 6.3 Absence of Conflicting Agreements or Required Consents.. 35 6.4
Authority of Shareholder. The Shareholder has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby without the consent of any individual, agency, or governmental authority.
