Authority of Stockholders. Each of the Stockholders has full legal capacity, and, in the case of the Trusts, full trust power, to enter into, execute and perform the Stockholder's obligations under this Agreement. The execution and delivery by the Trusts of this Agreement and the performance by the Trusts of their obligations hereunder have been duly authorized and approved by all requisite trust action. This Agreement has been duly executed and delivered by a duly authorized trustee of each of the Trusts. This Agreement constitutes a valid and legally binding obligation of each of the Stockholders, enforceable against each of the Stockholders in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies).
Authority of Stockholders. Each Stockholder has full power and authority and is competent to (i) execute, deliver and perform this Agreement, and each ancillary document which each Stockholder has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each Stockholder's obligations hereunder and thereunder, without the need for any Governmental Action/Filing (as defined herein). The execution, delivery and performance by each Stockholder of this Agreement and each ancillary document does not and will not conflict with, result in a breach of, or constitute a default or require a consent or action under, any agreement or other instrument to or by which such Stockholder is a party or is bound or to which any of the properties or assets of such Stockholder are subject, or any Legal Requirement (as defined herein) to which such Stockholder is subject, or result in the creation of any Lien (as defined in Section 2.3)
Authority of Stockholders. Each Stockholder that is a natural person has full power and authority and is competent to (i) execute, deliver and perform this Agreement, and each ancillary document which such Stockholder has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each such Stockholder’s obligations hereunder and thereunder, without the need for any Governmental Action/Filing (as defined herein). Each Stockholder that is a corporate or other entity has obtained all due authorization and has full power for the execution, delivery and performance of this Agreement and each ancillary document which such Stockholder has executed or delivered or is to execute or deliver pursuant to this Agreement and to carry out each such Stockholder’s obligations hereunder and thereunder without the need for any Governmental Action/Filing. The execution, delivery and performance by each Stockholder of this Agreement and each ancillary document does not and will not conflict with, result in a breach of, or constitute a default or require a consent or action under, any agreement or other instrument to or by which such Stockholder is a party or is bound or to which any of the New Motion Shares are subject, or, to such Stockholder’s knowledge, any Legal Requirement (as defined herein) to which such Stockholder is subject, or result in the creation of any Lien (as defined in Section 2.3) on the New Motion Shares. This Agreement, and each Stockholder’s ancillary documents to be executed and delivered by such Stockholder at the Closing, has been duly executed and delivered by such Stockholder (and each ancillary document to be executed and delivered by such Stockholder at or after the Closing will be duly executed and delivered by such Stockholder), and this Agreement constitutes, and each ancillary document, when executed and delivered by such Stockholder will constitute, and assuming the due authorization, execution and delivery thereof by the other parties hereto and thereto, as applicable, such Stockholder’s legal, valid and binding obligation, enforceable against such Stockholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and public policy. For purposes of this Agreement, (x) the term “Governmental Action/Filing” shall mean any franchise, license, certificate of compliance, authorizati...
Authority of Stockholders. 9 Section 3.04. Organization, Existence and Authority.....................................................9 Section 3.05. Capitalization...........................................................................10 Section 3.06. Subsidiaries; Investments................................................................11 Section 3.07. Financial Statements.....................................................................11 Section 3.08. Absence of Undisclosed Liabilities.......................................................11 Section 3.09. Absence of Certain Developments..........................................................12 Section 3.10. Accounts Receivable......................................................................12 Section 3.11. Transactions with Affiliates.............................................................12 Section 3.12.
Authority of Stockholders. (a) Each Stockholder has full authority, power and capacity to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of such Stockholder pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. This Agreement and each agreement, document and instrument to be executed and delivered by such Stockholder or pursuant to or as contemplated by this Agreement constitute, or when executed and delivered by such Stockholder will constitute, valid and binding obligations of such Stockholder enforceable in accordance with their respective terms except as such enforceability may be limited by principles of equity with respect to specific performance, injunctive relief and other equitable remedies.
Authority of Stockholders. Each Stockholder has full power and authority and is competent to (i) execute, deliver and perform this Agreement, and each ancillary document which each Stockholder has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each Stockholder’s obligations hereunder and thereunder, without the need for any authorization, consent, order, permit, or approval of any kind. The execution, delivery and performance by each Stockholder of this Agreement and each ancillary document does not and will not conflict with, result in a breach of, or constitute a default or require a consent or action under, any agreement or other instrument to or by which such Stockholder is a party or is bound or to which any of the properties or assets of such Stockholder are subject, or any federal, state, local, municipal, foreign or other law or regulation, or result in the creation of any Lien (as defined in Section 2.3) on the Shares. This Agreement, and each Stockholder’s ancillary document to be executed and delivered by such Stockholder at the Closing, has been duly executed and delivered by such Stockholder, and this Agreement constitutes, and each ancillary document, when executed and delivered by such Stockholder will constitute, such Stockholder’s legal, valid and binding obligation, enforceable against such Stockholder in accordance with its terms.
Authority of Stockholders. This Agreement has been duly executed and delivered by each of the Stockholders and this Agreement constitutes the legal, valid and binding obligation of each of the Stockholders enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by each of the Stockholders will not violate any provision of any law to which any of the Stockholders is subject. None of the Stockholders is a party to, or subject to, or bound by, any judgment, injunction, order or decree of any court or governmental authority, or any arbitration award which would restrict the performance by any of the Stockholders of this Agreement or such other documents or instruments to be executed or delivered by any of the Stockholders in connection herewith.
Authority of Stockholders. Such Stockholder has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated on his, her or its part thereby, including to transfer, assign and deliver the shares of Stockholders' Stock owned by such Stockholder as provided in this Agreement, and such delivery will convey to Company good and marketable title to the shares of Stockholders' Stock free and clear of any and all liens, pledges, encumbrances, charges, agreements or claims of any kind whatsoever. This Agreement has been duly executed and delivered by such Stockholder and is the legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms.
Authority of Stockholders. This Agreement constitutes the ------------------------- valid and legally binding obligations of such Stockholder and the Company, enforceable against such Stockholder and the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether enforcement is sought by proceedings in equity or at law).
Authority of Stockholders. Each Stockholder has full power and authority and is competent to (i) execute, deliver and perform this Agreement, and each ancillary document which each Stockholder has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each Stockholder's obligations hereunder and thereunder. The execution, delivery and performance by each Stockholder of this Agreement and each ancillary document does not and will not conflict with, result in a breach of, or constitute a default or require a consent or action under, any agreement or other instrument to or by which such Stockholder is a party or is bound or to which any of the properties or assets of such Stockholder are subject, or any Legal Requirement (as defined herein) to which such Stockholder is subject, or result in the creation of any Lien (as defined in Section 2.3)
