Authority Relative to Agreement; Enforceability Sample Clauses

Authority Relative to Agreement; Enforceability. The execution, delivery and performance of this Agreement by the Company (A) are within the legal capacity and power of the Company; (B) have been duly authorized by all requisite corporate action on the part of the Company, other than shareholder approval; (C) require the approval or consent of, or filing with, no persons, entities or agencies, other than such approvals as shall be required under the 1934 Act and state securities laws and such filings as shall be required pursuant to the Hart Scott Rodino Antitrust Improvements Act (the "Hart Scott Rodxxx Axx"); xxx xxither violate nor constitute a defxxxx xxxxx, xxx xreate a lien or breach under, the terms of the articles of incorporation and by-laws of the Company or any Subsidiary or of any material agreement, document or instrument binding upon the Company or any Subsidiary. This Agreement is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except insofar as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to equitable principles limiting the availability of equitable remedies. At the Special Meeting (as hereinafter defined), approval of the Merger by holders of two-thirds of the shares of Company Common Stock outstanding on the applicable record date will be sufficient to constitute shareholder approval of the Merger under Colorado law and under the Company's articles of incorporation and by-laws.
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Authority Relative to Agreement; Enforceability. The execution, delivery and performance of this Agreement are (A) within the legal capacity and power of VSI and Newco; (B) have been duly authorized by all requisite corporate action on the part of VSI and Newco; (C) require the approval or consent of, or filing with, no persons, entities or agencies, other than the approval of one or more institutions that have extended credit to VSI and the New Jersey Economic Development Authority and filings to be made pursuant to the Hart Scott Rodino Act; and (D) neither violate, nor constitute a xxxxuxx xxxxx, xxr create a lien or breach under the terms of, the certificate of incorporation and by-laws of VSI or Newco or any other subsidiary of VSI or of any material agreement, document or instrument binding upon VSI or Newco or any other subsidiary of VSI (other than loan agreements as to which appropriate consents or waivers shall avoid any defaults). This Agreement is a legal, valid and binding obligation of VSI and Newco enforceable against VSI and Newco in accordance with its terms, except insofar as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to equitable principles limiting the availability of equitable remedies.
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Authority Relative to Agreement; Enforceability. The execution, delivery and performance of this Agreement is within the legal capacity and power of the Principal Shareholders; has been duly authorized by all requisite action on the part of the Principal Shareholders; requires the approval or consent of no persons, entities or agencies, other than such approvals as may be required under the 1933 Act, the 1934 Act and state securities laws; and will neither violate nor constitute a default under, nor create a lien or breach under, nor result in the acceleration of performance or right to accelerate performance under (whether or not after the giving of notice or lapse of time or both), the terms of the constituent documents of ObjectSelect or of any material agreement, obligation or commitment binding upon the Principal Shareholders. This Agreement is a legal, valid and binding obligation of the Principal Shareholders, enforceable against them in accordance with its terms, except insofar as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to equitable principles limiting the availability of equitable remedies
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Authority Relative to Agreement; Enforceability. The execution, delivery and performance of this Agreement is within the legal capacity and power of Northeast and the Stockholders and have been duly authorized by all requisite corporate action on the part of Northeast. This Agreement is a legal, valid and binding obligation of Northeast and the Stockholders, enforceable against Northeast and the Stockholders in accordance with its terms, except insofar as its enforcement may be limited by (a) bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and (b) equitable principles limiting the availability of equitable remedies. All persons who execute this Agreement on behalf of Northeast have been duly authorized to do so.
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Authority Relative to Agreement; Enforceability. Shareholders owning 50.1 percent of the shares of Company Common Stock on the applicable record date will have the power to approve the Merger on behalf of the Company. The Principal Shareholder will vote his stock in favor of the Merger, which will constitute a sufficient number of votes to approve the Merger. The execution, delivery and performance of this Agreement are within the legal capacity and power of the Company; have been duly authorized by all requisite corporate action on the part of the Company, other than Shareholders approval; require the approval or consent of no other persons, entities or agencies, and will neither violate nor constitute a default under, nor create a lien or breach under, nor result in the acceleration of performance or right to accelerate performance under (whether or not after the giving of notice or lapse of time or both), the terms of the articles of incorporation and by-laws of the Company or of any material agreement, obligation or commitment binding upon the Company. This Agreement is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except insofar as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to equitable principles limiting the availability of equitable remedies.
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Authority Relative to Agreement; Enforceability. The execution, delivery and performance of this Agreement is within the legal capacity and power of TSI and Newco; have been duly authorized by all requisite corporate action on the part of TSI and Newco; require the approval or consent of no persons, entities or agencies, and will neither violate nor constitute a default under, nor create a lien or breach under, nor result in the acceleration of performance or right to accelerate performance under (whether or not after the giving of notice or lapse of time or both), the terms of the articles of incorporation and by-laws of TSI or Newco or of any material agreement, obligation or commitment binding upon the TSI Corporations. This Agreement is a legal, valid and binding obligation of TSI and Newco enforceable against TSI and Newco in accordance with its terms, except insofar as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to equitable principles limiting the availability of equitable remedies.
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Authority Relative to Agreement; Enforceability. The execution, delivery and performance of this Agreement are within the legal capacity and power of the Seller, have been duly authorized by all requisite corporate action on the part of the Seller; require the approval or consent of no other persons, entities or agencies, and will neither violate nor constitute a default under, nor create a lien or breach under, nor result in the acceleration of performance or right to accelerate performance under (whether or not after the giving of notice or lapse of time or both), the terms of the articles of incorporation and by-laws of the Company or of any agreement, obligation or commitment binding upon the Company. This Agreement is a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, except insofar as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to equitable principles limiting the availability of equitable remedies.
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Authority Relative to Agreement; Enforceability. The execution, ----------------------------------------------- delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the legal capacity and power of the Corporation and IVAX and have been duly authorized by all requisite corporate action (including, without limitation, shareholder approval by shareholders of the Corporation) on the part of the Corporation. This Agreement is a legal, valid and binding obligation of the Corporation and IVAX, enforceable against the Corporation and IVAX in accordance with its terms. All persons who executed this Agreement on behalf of the Corporation and IVAX have been duly authorized to do so.
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Authority Relative to Agreement; Enforceability. The execution, delivery and performance of this Agreement is within the legal capacity and power of SEMCO and Newco; have been duly authorized by all requisite corporate action on the part of SEMCO and Newco; require the approval or consent of no persons, entities or agencies, other than such approvals as may be required under the 1933 Act, the 1934 Act and state securities laws; and will neither violate nor constitute a default under, nor create a lien or breach under, nor result in the acceleration of performance or right to accelerate performance under (whether or not after the giving of notice or lapse of time or both), the terms of the Articles of Incorporation and Bylaws of SEMCO or Newco or of any material agreement, obligation or commitment binding upon the SEMCO Corporations (other than agreements as to which appropriate consents, if obtained, shall avoid any defaults). This Agreement is a legal, valid and binding obligation of SEMCO and Newco enforceable against SEMCO and Newco in accordance with its terms, except insofar as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to equitable principles limiting the availability of equitable remedies.
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Related to Authority Relative to Agreement; Enforceability

  • Authorization of Agreement; Enforceability This Agreement has been duly and validly authorized, executed and delivered by the Company. This Agreement is valid, binding and enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principals.

  • Authority; Enforceability This Agreement and other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Subscriber and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and Subscriber has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and under all other agreements entered into by the Subscriber relating hereto.

  • Authority, Approval and Enforceability This Agreement has been duly executed and delivered by the Company, and the Company has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents executed and delivered or to be executed and delivered by the Company in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, the “Collateral Agreements”), and to perform its obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on behalf of the Company. This Agreement and each Collateral Agreement to which the Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

  • Authorization; Enforceability The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

  • Existence; Authority; Enforceability Such party has the power and authority to enter into this Agreement and to carry out its obligations hereunder. Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by it and constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms.

  • Legal Enforceability Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party hereto, each party hereto acknowledges that damages would be an inadequate remedy for any breach of the provisions of this Agreement and agrees that the obligations of the parties hereunder shall be specifically enforceable.

  • Due Execution; Enforceability The Transaction Documents have been or will be duly executed and delivered by Seller, for good and valuable consideration. The Transaction Documents constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles.

  • Partial Enforceability If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

  • Authority; Execution and Delivery; Enforceability The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants, obligations and agreements under this Agreement and, subject to obtaining the Company Stockholder Approval, to consummate the Merger. The Company Board has adopted each of the Board Actions, including the Company Board Recommendation, at a meeting duly called at which all of the members of the Company Board were present; provided that any Company Adverse Recommendation Change made in accordance with this Agreement shall not be a breach of the representation in this Section 3.04. Such resolutions have not been amended or withdrawn as of the date of this Agreement. Except for the receipt of the Company Stockholder Approval, the filing of the Proxy Statement in preliminary and definitive forms, any other Filing with the SEC in respect of the Merger required under applicable Law, including the Exchange Act or the Securities Act, the Certificate of Merger and any other documents as required by the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes the Company’s legal, valid and binding obligation, enforceable against the Company in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and applicable Law governing specific performance, injunctive relief and other equitable remedies (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exceptions”).

  • Authority and Enforceability Seller has all corporate power and authority necessary to execute and deliver, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller, and constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. At the Closing, each of the Ancillary Agreements to which Seller is contemplated to be a party will be duly and validly executed and delivered by Seller and will constitute a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity.

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