Authority Relative to this Agreement and Related Matters. The Company has all necessary corporate power and authority to execute and deliver this Agreement and (subject to receipt of the Company Stockholder Approval) to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Company Board and no other corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the Company Stockholder Approval and the filing of the Certificate of Merger in each case pursuant to the requirements of the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The affirmative vote of the holders of a majority of the outstanding Common Shares in favor of approval of the Merger Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any capital stock of the Company or any Company Subsidiary necessary to approve this Agreement and the transactions contemplated hereby, including the Merger. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the Offer, this Agreement or the transactions contemplated hereby, including the Merger, and that no further action on the part of the stockholders or the Company Board is required to effect such non-application of Section 203 of the DGCL. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the transactions contemplated by this Agreement.
Authority Relative to this Agreement and Related Matters. Seller has all necessary power and authority, corporate and otherwise, to enter into this Agreement and the other agreements and instruments to be delivered by Seller pursuant to this Agreement and to carry out its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby and therby (the “Transactions”) have been duly authorized by all necessary corporate action on its part. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery hereof by CRS and Buyer, constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority Relative to this Agreement and Related Matters. The Purchaser has all necessary corporate or limited liability company power and authority, as the case may be, to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery by the Purchaser of this Agreement and the consummation by the Purchaser of the Transactions have been duly authorized by all necessary corporate or limited liability company (as applicable) action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery hereof by the Vendor, constitutes the legal, valid and binding obligation of the Purchaser, enforceable by the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority Relative to this Agreement and Related Matters. The Company has all necessary corporate power and authority to execute and deliver this Agreement and, except for any required approval by the Company's stockholders in connection with consummation of the Merger, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Company Board and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval of this Agreement by the affirmative vote of the holders of a majority of the then outstanding Common Shares entitled to vote thereon, to the extent required by applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes a valid and binding obligation
Authority Relative to this Agreement and Related Matters. Seller has all necessary corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby (the “Transactions”) have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery hereof by Buyer, no further action or approval, corporate or otherwise, is required in order to constitute this Agreement as a valid and binding obligation of Seller enforceable in accordance with its terms.
Authority Relative to this Agreement and Related Matters. The Company has all necessary corporate power and authority to execute and deliver this Agreement and (subject, if required, to receipt of the Company Shareholder Approval) to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Company Board and no other corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by the Purchasers, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Authority Relative to this Agreement and Related Matters. Each of xXXxX*s and Buyer has all necessary corporate or limited liability company power and authority, as the case may be, to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery by each of xXXxX*s and Buyer of this Agreement and the consummation by Buyer of the Transactions have been duly authorized by all necessary corporate or limited liability company (as applicable) action on the part of each of xXXxX*s and Buyer. This Agreement has been duly executed and delivered by each of xXXxX*s and Buyer and, assuming the due authorization, execution and delivery hereof by Seller, constitutes the legal, valid and binding obligation of each of xXXxX*s and Buyer, enforceable against each of xXXxX*s and Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority Relative to this Agreement and Related Matters. The Board of Directors of the Company (the "Board") at a meeting duly called and held has (A) determined that the Merger is advisable and fair to, and in the best interests of, the Company and its stockholders, (B) approved this Agreement, the Amended License and the Merger, (C) resolved to recommend to the stockholders of the Company that they approve the Merger and (D) authorized the preparation and filing of the Proxy Statement (as defined herein). The Company has full corporate power and authority to enter into and perform this Agreement, the Amended License and the other agreements to be entered into in connection with this Agreement to which it is a party. The execution and delivery of this Agreement and the Amended License by the Company and the performance by the Company of its respective obligations hereunder and thereunder have been duly authorized and approved by all requisite corporate action other than the approval of the holders of a majority of the outstanding shares of Common Stock voting at the Stockholders' Meeting (as herein defined) with respect to the Merger. This Agreement and the Amended License have been duly executed and delivered by duly authorized officers of the Company and constitute, when so executed and delivered, valid legal and binding obligations of the Company enforceable against it in accordance with its terms.
Authority Relative to this Agreement and Related Matters. Xxxxx and PearTrack have all necessary corporate power and authority, as the case may be, to enter into this Agreement and to carry out each of their respective obligations hereunder. The execution and delivery by Xxxxx and Xxxxx’s Shareholder of this Agreement and the consummation by the Buyer and Xxxxx’s Shareholder of the Transactions have been duly authorized by all necessary corporate action on the part of the Buyer and PearTrack. This Agreement has been duly executed and delivered by the Buyer and XxxxXxxxx, and, assuming the due authorization, execution and delivery hereof by Seller, constitutes the legal, valid and binding obligation of the Buyer and PearTrack, enforceable against each the Buyer and Buyer’s Shareholder in accordance with its terms.
Authority Relative to this Agreement and Related Matters. The execution and delivery of this Agreement and the Transaction Documents by the Vendor, the performance by the Vendor of its obligations hereunder and thereunder, and the consummation by the Vendor of the transactions contemplated hereby and thereby have been duly authorized by all necessary action of the Vendor and no other act or proceeding on the part of or on behalf of the Vendor is necessary to approve the (i) execution and delivery of this Agreement and the consummation by the Vendor of the transactions contemplated hereby (the “Transactions”), (ii) performance by the Vendor of its obligations hereunder and thereunder, and (iii) consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Vendor and, assuming the due authorization, execution and delivery hereof by the Purchaser, constitutes the legal, valid and binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
