Authority Relative to this Agreement and Transaction Documents. Each of Parent, Purchaser and Vert has the full corporate power and authority to execute and deliver this Agreement and any Transaction Document to which each is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any other Transaction Document to which it is a party by Parent, Purchaser or Vert and the consummation by Purchaser, Parent and Vert of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Purchaser and Vert is necessary to authorize this Agreement or any Transaction Document to which it is a party or to consummate the transactions so contemplated. This Agreement and the Transaction Documents to which it is a party have been duly and validly executed and delivered by Parent, Purchaser and Vert and, assuming the due authorization, execution and delivery by Selling Parties, constitutes a legal, valid, and binding obligation of Parent, Purchaser and Vert enforceable against Purchaser, Parent and Vert in accordance with its terms subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other Laws affecting creditor’s rights generally and general equitable principles.
Authority Relative to this Agreement and Transaction Documents. The Buyer has the full corporate power and authority to execute and deliver this Agreement and any Ancillary Agreement to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any other Transaction Document to which it is a party by the Buyer and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Buyer is necessary to authorize this Agreement or any Transaction Document to which it is a party or to consummate the transactions so contemplated. This Agreement and the Transaction Documents to which it is a party have been duly and validly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery by the Globisens Shareholders and the Company, constitutes a legal, valid, and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other Laws affecting creditor’s rights generally and general equitable principles.
Authority Relative to this Agreement and Transaction Documents. The execution, delivery and performance of, and compliance with, this Agreement, and the Transaction Documents contemplated hereunder to which the Noteholder is a party, by the Noteholder and the terms of the Exchange have been duly authorized by all necessary action on the part of the Noteholder. The Transaction Documents to which the Noteholder is a party are valid and binding agreements of the Noteholder, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authority Relative to this Agreement and Transaction Documents. The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which it is, or on the Closing Date will be, a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action, and no other corporate action is necessary for the execution, delivery and performance by the Company of this Agreement or any Transaction Document to which it is, or on the Closing Date will be, a party, and the consummation by the Company of the transactions contemplated hereby and thereby. Neither the execution nor the delivery by the Company of this Agreement, and/or any Transaction Document to which it is, or on the Closing Date will be, a party, nor the consummation by the Company of the transactions contemplated hereby or thereby, nor compliance with nor fulfillment by the Company of the terms and provisions hereof or thereof, will (i) conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under (A) the Articles of Incorporation or Bylaws of the Company or (B) except as set forth on Schedule 4.2, any lease, Contract, instrument, mortgage, deed of trust, deed evidencing or securing indebtedness for borrowed money, financing lease, any law, rule, regulation, judgment, order, award, decree or other restriction of any kind to which the Company is, or on the Closing Date will be, a party or by which it is or will be bound, or (ii) require the Company to obtain the consent, approval, authorization or other order or action of, or filing with, any court, governmental authority or regulatory body. This Agreement has been duly executed and delivered by the Company and, together with each other Transaction Document and other agreement and instrument required to be delivered by the Company, is or will be, as the case may be, a legal, valid and binding obligation thereof, enforceable in accordance with its respective terms.
Authority Relative to this Agreement and Transaction Documents. Holdings has the full power and authority to execute and deliver this Agreement and any other Transaction Document to which it is a party, and to consummate the transactions contemplated hereby and thereby. Holdings’ execution and delivery of this Agreement and any other Transaction Document to which Holdings is a party and the consummation by Holdings of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other proceedings on the part of Holdings is necessary to authorize this Agreement or any Transaction Document to which it is a party or to consummate the transactions so contemplated. This Agreement and the Transaction Documents to which Holdings is a party have been duly and validly executed and delivered by Holdings and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes a legal, valid, and binding obligations of Holdings enforceable against Holdings in accordance with their terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other laws affecting creditor’s rights generally and general equitable principles.
Authority Relative to this Agreement and Transaction Documents. The execution, delivery and performance of, and compliance with, this Agreement has been duly authorized by all necessary action on the part of the Noteholder. The Agreement is a party are valid and binding agreements of the Noteholder, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authority Relative to this Agreement and Transaction Documents. Pixel has the full power and authority to execute and deliver this Agreement and any Transaction Document to which each is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any other Transaction Document to which Pixel is a party and the consummation by Pixel of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate, partnership or individual action, and except for the requirement of the consent of Shareholders, no other proceedings on the part of Pixel is necessary to authorize this Agreement or any Transaction Document to which either of them is a party or to consummate the transactions so contemplated. This Agreement and the Transaction Documents to which Pixel is a party have been duly and validly executed and delivered by Pixel and, assuming the due authorization, execution and delivery by Pixel, constitutes the legal, valid, and binding obligations of Pixel enforceable against Pixel in accordance with their terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other laws affecting creditor’s rights generally and general equitable principles.
Authority Relative to this Agreement and Transaction Documents. Solaris has the full legal right and all power and authority and approval required to enter into, execute and deliver this Agreement and any Transaction Document to which it is a party and to perform fully its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any other Transaction Document to which the Purchaser is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate, partnership or individual action, and no other proceedings on the part of the Purchaser is necessary to authorize the execution, delivery and performance of this Agreement or any Transaction Document to which either of them is a party or to consummate the transactions so contemplated. This Agreement and the Transaction Documents to which the Purchaser is a party has been duly and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the Selling Parties, constitutes a legal, valid, and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other laws affecting creditor’s rights generally and general equitable principles.
Authority Relative to this Agreement and Transaction Documents. The Company has the full power and authority to execute and deliver this Agreement and any Transaction Document to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any other Transaction Document to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate, partnership or individual action, and no other proceedings on the part of the Company is necessary to authorize this Agreement or any Transaction Document to which any of them is a party or to consummate the transactions so contemplated hereunder or thereunder. This Agreement and the Transaction Documents to which the Company is a party has been duly and validly executed and delivered by the Company, and, assuming the due authorization, execution and delivery by the Parent, Merger Sub and the Company Shareholders, constitutes a legal, valid, and binding obligations of the Company, enforceable against such Person or Persons in accordance with their terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other laws affecting creditor’s rights generally and general equitable principles.
Authority Relative to this Agreement and Transaction Documents. Each of Purchaser and BOXL has the full corporate power and authority to execute and deliver this Agreement and any Transaction Document to which each is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any other Transaction Document to which it is a party by Parent or Purchaser and the consummation by Purchaser and BOXL of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Purchaser and BOXL is necessary to authorize this Agreement or any Transaction Document to which it is a party or to consummate the transactions so contemplated. This Agreement and the Transaction Documents to which it is a party have been duly and validly executed and delivered by Purchaser and BOXL and, assuming the due authorization, execution and delivery by Selling Parties, constitutes a legal, valid, and binding obligation of Purchaser and BOXL enforceable against Purchaser and BOXL in accordance with its terms subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other Laws affecting creditor’s rights generally and general equitable principles.
