Authority Relating to this Agreement. All corporate and other proceedings required to be taken by or on behalf of Buyer to authorize Buyer to execute, deliver and carry out this Agreement, shall have been duly and properly taken.
Authority Relating to this Agreement. No Violation of Other ----------------------------------------------------------- Instruments. -----------
4.5.1 The execution and delivery of this Agreement and the Buyer/CAIS Closing Documents and the performance hereunder and thereunder by CAIS have been duly authorized by all necessary corporate action on the part of CAIS and, assuming execution of this Agreement by Sellers, this Agreement and each of the Buyer/CAIS Closing Documents will constitute a legal, valid and binding obligation of CAIS, enforceable against CAIS in accordance with their respective terms, subject as to enforcement only: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally; and (ii) to general principles of equity.
4.5.2 To CAIS' knowledge, neither the execution of this Agreement or any of the Buyer/CAIS Closing Documents, nor the performance hereof or thereof by CAIS will: (i) conflict with or result in the breach or violation of the terms of any decree, judgment, order, law or regulation of any court or other governmental body now in effect applicable to CAIS; (ii) conflict with, or result in, with or without the passage of time or the giving of notice, any breach of any of the terms, conditions and provisions of, or constitute a default under, any material indenture, mortgage, lease, agreement or other instrument to which CAIS is a party or by which it is bound; or (iii) violate or conflict with any provisions of CAIS' Certificate of Incorporation or Bylaws.
4.5.3 No consent from any third party and no consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required to be made or obtained by CAIS in order to permit the execution, delivery or performance of this Agreement by CAIS, or the consummation by CAIS of its obligations contemplated by this Agreement, except for such consents (i) where the failure to obtain the same would not have a material adverse effect on the business, results of operations or financial condition of CAIS and its Subsidiaries taken as a whole, or (ii) which have not been received by CAIS and may be necessary for CAIS to execute, deliver and perform this Agreement and to consummate the transactions set forth herein, and all of which shall be obtained by CAIS on or prior to the Closing Date.
Authority Relating to this Agreement. The Purchaser has full corporate power and authority to execute and deliver this Agreement and to take the actions and carry out the transactions contemplated by this Agreement. The execution, delivery and performance by the Purchaser of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized and approved by all required corporate action. The execution and delivery of this Agreement by the Purchaser does not, and the consummation of the transactions contemplated herein will not, result in a breach of any term, condition or provision of, or constitute a default under (i) its charter documents or by-laws; (ii) any other material agreement or other instrument to which it is a party; or (iii) any law, rule, regulation, or judicial, administration or arbitration order, award, judgment, writ, injunction or decree applicable to it.
Authority Relating to this Agreement. The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of two-thirds of the then outstanding Shares if and to the extent required by applicable law, and the filing and recording of appropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes the legal, valid and binding obligation of the Company.
Authority Relating to this Agreement. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the filing and recording of appropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligations of each of Parent and Purchaser enforceable against each of Parent and Purchaser in accordance with their terms.
Authority Relating to this Agreement. The Seller has full corporate power and authority to execute and deliver this Agreement and to take the actions and carry out the transactions contemplated by this Agreement. The execution, delivery and performance by the Seller of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized and approved by all required corporate action. The execution and delivery of this Agreement by the Seller does not, and the consummation of the transactions contemplated herein will not, result in a breach of any term, condition or provision of, or constitute a default under (i) its charter documents or by-laws; (ii) any other material agreement or other instrument to which it or the Company is a party; or (iii) any law, rule, regulation, or judicial, administration or arbitration order, award, judgment, writ, injunction or decree applicable to it.
Authority Relating to this Agreement. Buyer has the legal capacity and full power and authority to execute and deliver this Agreement and to perform Buyer’s obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject as to enforcement (a) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights and (b) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law.
Authority Relating to this Agreement. Such Rollover Shareholder has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by the Merger Agreement (the “Merger Transactions”). The execution and delivery of this Agreement by such Rollover Shareholder has been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of such Rollover Shareholder are necessary to authorize this Agreement or to consummate the Merger Transactions. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder, and assuming due authorization, execution and delivery by such Rollover Shareholder, constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Authority Relating to this Agreement. The Standby Purchaser has the requisite power and authority to enter into this Agreement and any Related Document to which it is a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Standby Purchaser of this Agreement and each of the Related Documents to which it is a party and the consummation by the Standby Purchaser of the transactions contemplated hereby and thereby have been duly authorized, and no other actions on the part of the Standby Purchaser are necessary to authorize this Agreement, the Related Documents or the transactions contemplated hereby and thereby. This Agreement and each of the Related Documents to which it is a party has been duly and validly executed and delivered by the Standby Purchaser and (assuming each constitutes a valid and binding obligation of the other parties thereto) constitutes a valid and binding agreement of the Standby Purchaser, enforceable against the Standby Purchaser in accordance with its terms, subject to (i) the application of bankruptcy, receivership, conservatorship, reorganization, insolvency and similar laws affecting creditors’ rights generally and (ii) equitable principles being applied at the discretion of a court before which any proceeding may be brought.
Authority Relating to this Agreement. The execution and delivery of this Agreement and the performance hereunder by Seller have been duly authorized by all necessary corporate action on the part of Seller and, assuming execution of this Agreement by Buyer, this Agreement will constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject as to enforcement (a) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights and (b) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law.
