Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.
Appears in 4 contracts
Samples: Merger Agreement (Open Market Inc), Merger Agreement (Divine Inc), Merger Agreement (Open Market Inc)
Authority Relative to this Agreement. The board (a) Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, TCM and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent each of the transactions contemplated hereby Ancillary Agreements to which it is a party and has recommended that (subject to the stockholders receipt of Parent approve the Merger consents described in Section 4.06(b) hereof) to perform its obligations hereunder and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement thereunder and to consummate the transactions contemplated herebyhereby and thereby. No other corporate proceedings on the part The execution and delivery of Parent are necessary to authorize this Agreement or and the Ancillary Agreements to consummate the transactions contemplated herebywhich it is a party by TCM and Merger Sub, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent TCM and Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the boards part of directors of Parent TCM and Merger Sub and by Parent Sub, as the sole stockholder case may be, and no other corporate proceedings on the part of TCM or Merger SubSub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated. This Agreement has been been, and the Ancillary Agreements will be, duly and validly executed and delivered by Parent TCM and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement constitutes and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding agreement obligations of the Company, constitutes the valid and binding agreement of Parent TCM and Merger Sub, enforceable against Parent TCM and Merger Sub in accordance with their respective terms.
(b) The board of directors of Merger Sub (i) has declared that this Agreement, the Merger, the Ancillary Agreements to which it is party and the other transactions contemplated hereby and thereby are advisable and in the best interests of its termsstockholder and (ii) has authorized, subjectapproved and adopted this Agreement, as the Ancillary Agreements to enforceabilitywhich it is party, the Merger and the other transactions contemplated hereby and thereby.
(c) The TCM Special Committee and the TCM Board (i) have unanimously declared that this Agreement, the Merger, the Ancillary Agreements and the other transactions contemplated hereby and thereby are advisable, fair to bankruptcyand in the best interests of the stockholder of TCM and (ii) have unanimously authorized, insolvencyapproved and adopted this Agreement, reorganization the Ancillary Agreements, the Merger and the other laws transactions contemplated hereby and thereby.
(d) The sole stockholder of general applicability relating to or affecting creditors' rights TCM and to general principles the sole stockholder of equityMerger Sub have authorized, approved and adopted this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby.
Appears in 4 contracts
Samples: Merger Agreement (Triple Crown Media, Inc.), Merger Agreement (Gray Television Inc), Merger Agreement (Bull Run Corp)
Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement Parent and declared it and the Merger to be advisable, and Merger Sub Newco has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this This Agreement and the consummation by Parent and Newco of the transactions contemplated hereby have been duly and has recommended validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the stockholders of Parent total vote cast on the proposal to approve the Merger and the related issuance of shares of Parent Common Stock in the Merger and Parent has the requisite corporate power and authority to execute and deliver other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to consummate a proposal to amend Parent's Certificate of Incorporation to increase the transactions contemplated hereby. No number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub Newco and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Merger SubNewco, enforceable against Parent and Merger Sub each of them in accordance with its terms, subject, as to enforceability, to except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws of general applicability similar Laws now or hereafter in effect relating to or affecting creditors' rights generally and to (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Revere Paul Corp /Ma/), Agreement and Plan of Merger (Provident Companies Inc), Agreement and Plan of Merger (Textron Inc)
Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger Tender and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Voting Agreement and to consummate the transactions contemplated herebyhereby and thereby. No The execution and delivery of this Agreement and the Tender and Voting Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of Parent the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated herebyhereby or thereby (other than, other than with respect to the Merger, the approval and adoption of the issuance of the Parent Shares pursuant to Merger and this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at outstanding Shares to the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is extent required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards Company's Restated Certificate of directors of Parent and Merger Sub Incorporation and by Parent as the sole stockholder of Merger Subapplicable law). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes the valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as to enforceability, to except that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization and moratorium or other similar laws of general applicability affecting or relating to or affecting the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equityequity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (if required to consummate the Merger) if the Purchaser purchases Shares pursuant to the Offer whether or not the Board of Directors of the Company determines at any time subsequent to the Company Board Meeting that this Agreement no longer advisable and recommends that Shareholders reject it.
Appears in 4 contracts
Samples: Merger Agreement (Yellow Corp), Merger Agreement (Jevic Transportation Inc), Merger Agreement (Jevic Transportation Inc)
Authority Relative to this Agreement. The board of directors of Merger Sub ETP has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate full limited partnership power and authority to execute and deliver this Agreement and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement, including the CCE Acquisition Agreement, and to consummate the transactions contemplated herebyhereby and thereby. The board execution, delivery and performance of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement (including the CCE Acquisition Agreement) and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby thereby have been duly and validly authorized by all the boards necessary action on the part of directors ETP, and no other proceedings on the part of Parent ETP are necessary to authorize this Agreement and Merger Sub the other agreements, documents and by Parent as instruments to be executed and delivered in connection with this Agreement (including the sole stockholder of Merger SubCCE Acquisition Agreement) or to consummate the transactions contemplated hereby and thereby. This Agreement has been and the CCE Acquisition Agreement each have been, and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement as of the Closing Date will be, duly and validly executed and delivered by Parent ETP, and Merger Sub andassuming that this Agreement, assuming the CCE Acquisition Agreement and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement constitutes and the CCE Acquisition Agreement constitute legal, valid and binding agreement agreements of the Companyother parties thereto are (in the case of this Agreement) or will be as of the Closing Date (in the case of the other agreements, constitutes the valid documents and binding agreement of Parent instruments to be executed and Merger Subdelivered in connection with this Agreement), enforceable against Parent and Merger Sub ETP in accordance with its their respective terms, subject, as to enforceability, to except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and moratorium or other similar laws of general applicability affecting or relating to enforcement of creditors’ rights generally or affecting creditors' rights and to general principles of equity.
Appears in 3 contracts
Samples: Redemption Agreement (Energy Transfer Equity, L.P.), Redemption Agreement (Southern Union Co), Redemption Agreement (Energy Transfer Equity, L.P.)
Authority Relative to this Agreement. The board Each of directors the Company and each Company Subsidiary which is a party to any of Merger Sub the Ancillary Agreements (each such subsidiary, a "CONTRACTING SUBSIDIARY") has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby (but only to the extent it is a party thereto). The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company and of the Ancillary Agreements by the Company and each Contracting Subsidiary (to the extent it is a party thereto) and the consummation by Parent of the transactions contemplated hereby and has recommended that thereby have been, or with respect to Contracting Subsidiaries will be prior to the stockholders Record Date, duly and validly authorized by the Boards of Parent approve Directors of the Merger Company and each Contracting Subsidiary (to the related issuance of shares of Parent Common Stock extent it is a party thereto) and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent are the Company or each Contracting Subsidiary (to the extent it is a party thereto), including, without limitation, any approval by the stockholders of the Company, are, or with respect to Contracting Subsidiaries will be prior to the Record Date, necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby, hereby or thereby (other than (a) with respect to the Merger, the approval and adoption of the issuance of the Parent Shares pursuant to this Agreement by the stockholders holders of Parent the requisite number of the outstanding Shares and (b) the establishment of the Record Date and the Distribution Date (each as defined in the Distribution Agreement) by the Board of Directors of the Company). This Agreement has been, and each of the Ancillary Agreements have been or will prior to the Record Date be, duly and validly executed and delivered by the Company and each Contracting Subsidiary (to the extent it is a party thereto) and constitute or (to the extent such agreement is not being entered into as of the date hereof) will constitute a valid and binding agreement of the Company and each Contracting Subsidiary (to the extent it is a party thereto), enforceable against the Company and each Contracting Subsidiary (to the extent it is a party thereto) in accordance with its terms except to the rules extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws, now or hereafter in effect, relating to the creditors' rights generally and regulations (b) general principles of the NNMequity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority in interest two-thirds of the stock present or represented by proxy at the Parent Stockholders MeetingShares, provided determined on a quorum is presentfully-diluted basis, is sufficient for Parent's stockholders the only vote of the holders of any class or series of Company capital stock necessary to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Loral Corp /Ny/), Merger Agreement (Lockheed Martin Corp), Merger Agreement (Lockheed Martin Corp)
Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite ------------------------------------ all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject in the case of the Merger, to the adoption of this Agreement and approval of the Merger by the stockholders of the Company to the extent so required by the Delaware Law. The board Board, at a meeting duly called and held on February 28, 1999, (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of directors the stockholders of Parent has declared the Company, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the related issuance transactions contemplated by the Stockholder Agreement and (iii) recommended in satisfaction of Parent all applicable requirements for Board action under Section 251 of the Delaware Law in order for the Merger to be validly approved that the stockholders of the Company accept the Offer, tender their Shares advisablethereunder and, has duly to the extent required by applicable law, approve and adopt this Agreement and the Merger. Such approvals constitute all Board action required to be taken in connection with this Agreement, the Merger and the other transactions contemplated hereby by Section 251 of the Delaware Law in order for the Merger to be validly authorized approved. The execution, delivery and performance of this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards Board and no other corporate proceedings on the part of directors the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than and only to the extent required by Delaware Law, with respect to the Merger, the approval and adoption of Parent this Agreement by the holders of a majority of the outstanding Shares and Merger Sub the filing of the Certificate of Merger). The Board has taken all action necessary with respect to the transactions contemplated hereby and by Parent the Stockholder Agreement so as to render inapplicable to such transactions, including, without limitation, the sole stockholder Merger and the purchase of Merger SubShares pursuant to the Stockholder Agreement, the restrictions on business combinations contained in Section 203 of the Delaware Law. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement it constitutes the a valid and binding agreement of the Companyother parties hereto, constitutes the a legal, valid and binding agreement obligation of Parent and Merger Sub, the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to creditors generally, or by general equity principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law).
Appears in 3 contracts
Samples: Merger Agreement (Gec Acquisition Corp), Merger Agreement (Reltec Corp), Merger Agreement (Gec Acquisition Corp)
Authority Relative to this Agreement. (a) Each of BRPA and Merger Sub has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which BRPA or Merger Sub, respectively is (or with respect to Ancillary Agreements to be entered into at or prior to the Closing, will be) a party and, subject to the receipt of the BRPA Stockholder Approval, to consummate the Merger. The execution and delivery of this Agreement and each Ancillary Agreement by BRPA and Merger Sub, respectively, has been (or with respect to Ancillary Agreements to be entered into at the Closing, will be) duly authorized by all necessary corporate action on the part of BRPA and Merger Sub, subject to the receipt of the BRPA Stockholder Approval. This Agreement and each Ancillary Agreement to which BRPA or Merger Sub, respectively, is (or with respect to Ancillary Agreements to be entered into at or prior to the Closing, will be) a party (i) has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be when executed and delivered) duly executed and delivered by BRPA and Merger Sub and (ii) assuming due authorization, execution and delivery thereof by each other party hereto and thereto, is (or, in the case of Ancillary Agreements to be entered into at the Closing, will be when executed and delivered) enforceable against BRPA and Merger Sub 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.
(b) The board of directors of BRPA (the “BRPA Board”) has, as of the date of this Agreement, unanimously (i) determined that this Agreement and the Transactions are advisable and in the best interests of BRPA and its stockholders, (ii) approved this Agreement and the Transactions in accordance with the Charter Documents of BRPA and declared their advisability, (iii) approved the Transactions as a Business Combination, (iv) determined that the fair market value of the Company is equal to at least 80% of the balance held in the Trust Fund (excluding taxes payable on the income earned on the Trust Fund) as of the date hereof, and (v) resolved to recommend that the stockholders of BRPA approve each of the matters requiring BRPA Stockholder Approval and directed that this Agreement and the Transactions, be submitted for consideration by the stockholders of BRPA at the BRPA Special Meeting.
(c) The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the MergerTransactions, and no other approval of any holder of any securities of Parent is required BRPA, in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent its capacity as the sole stockholder of Merger Sub. This Sub shall approve and adopt this Agreement has been duly by written consent immediately following its execution.
(d) The affirmative vote of (i) holders of a majority of the outstanding shares of BRPA Common Stock present and validly executed entitled to vote at the BRPA Special Meeting shall be required to approve the Transaction Proposal, (ii) holders of a majority of the outstanding shares of BRPA Common Stock cast at the BRPA Special Meeting shall be required to approve the Nasdaq Proposal and delivered by Parent the BRPA Plan Proposal and Merger Sub and(iii) holders of a majority of the outstanding shares of BRPA Common Stock shall be required to approve the A&R Charter Proposal, in each case, assuming a quorum is present, are the only votes of any of BRPA’s capital stock necessary in connection with the entry into this Agreement constitutes by BRPA, and the valid and binding agreement consummation of the CompanyTransactions, constitutes including the valid and binding agreement Merger (the approval by BRPA Stockholders of Parent and Merger Suball of the foregoing, enforceable against Parent and Merger Sub in accordance with its termscollectively, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.the “BRPA Stockholder Approval”)
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BRAC Lending Group LLC), Merger Agreement (Big Rock Partners Sponsor, LLC), Merger Agreement (Big Rock Partners Acquisition Corp.)
Authority Relative to this Agreement. The board the supermajority stockholder voting requirements of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent Article Eighth of the transactions contemplated hereby and has recommended that the stockholders Articles of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority Incorporation inapplicable to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than including the approval Offer and the Merger (it being understood that the Company shall not be deemed to be in breach of clauses (B) or (C) of this sentence if the Board of Directors of the issuance Company shall have withdrawn or modified its recommendation in compliance with the terms and conditions of this Agreement). As a result of the Parent Shares pursuant foregoing actions, the only vote required to this Agreement by authorize the stockholders of Parent in accordance with Merger is the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of all votes entitled to be cast by the holders of the stock present Company Common Stock. The Board of Directors of the Company has taken all action necessary to amend the Rights Agreement (subject only to the execution of such amendment by the Rights Agent, which execution the Company shall cause to take place prior to commencement of the Offer) to provide that, (i) so long as this Agreement has not been terminated pursuant to Section 8.1, a Distribution Date (as such term is defined in the Rights Agreement) shall not occur or represented by proxy at be deemed to occur, (ii) the Rights shall not separate (to the extent that the Rights Agreement otherwise provides for such separation) or become exercisable, and neither Parent Stockholders Meetingnor Purchaser shall become an Acquiring Person (as such term is defined in the Rights Agreement) as a result of the execution, provided a quorum is presentdelivery or performance of this Agreement, is sufficient for Parent's stockholders to approve the issuance announcement, making or consummation of the Offer, the acquisition of shares of Parent Company Common Stock in connection with pursuant to the Offer or the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the Merger or any other transactions contemplated hereby. This by this Agreement and (iii) the Rights shall expire immediately prior to the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by Offer or, if the boards of directors of Parent and Merger Sub and by Parent Offer is not consummated, the Merger. So long as the sole stockholder of Merger Sub. This this Agreement has not been duly and validly executed and delivered by Parent and Merger Sub andterminated pursuant to Section 8.1, assuming this no other action is required to prevent the holders of Rights from having any rights under the Rights Agreement constitutes the valid and binding agreement as a result of the CompanyOffer, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and or any other laws of general applicability relating to or affecting creditors' rights and to general principles of equitytransaction contemplated by this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Rohm & Haas Co), Merger Agreement (Rohm & Haas Co), Merger Agreement (Morton Acquisition Corp)
Authority Relative to this Agreement. The board Each of directors of Merger Sub Parent and Purchaser has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The board execution, delivery and performance of directors this Agreement by each of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement Purchaser and the consummation by each of Parent and Purchaser of the transactions contemplated hereby have been duly and has recommended that validly authorized by all necessary corporate action on the stockholders part of Parent approve the Merger and the related issuance of shares of Parent Common Stock Purchaser and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than, in the case of Parent where the Cash Alternative Structure is not required to be effected), (i) the issuance of the shares of Parent Common Stock in the Merger pursuant to this Agreement requires the approval of a majority of the votes cast at a meeting at which there is a quorum by the holders of the Parent Common Stock and the Convertible Preferred Stock, voting together and not as separate classes, and (ii) an amendment to the Restated Certificate of Incorporation of Parent to increase the number of authorized shares of Parent Common Stock to 400 million (the "Charter Amendment") requires the approval of the holders of a majority of the outstanding shares of (A) Parent Common Stock, voting as a class, and (B) Parent Common Stock and Convertible Preferred Stock, voting together and not as separate classes (collectively, the "Parent Stockholder Approval"), and, in the case of Purchaser, the filing of appropriate merger documents as required by the BCL). If the Cash Alternative Structure is required to be effected, no vote of the stockholders of Parent shall be required to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of including the issuance of the shares of Parent Shares Common Stock in the Merger pursuant to this Agreement Agreement. Prior to the Effective Time, the Board of Directors of Parent, or an appropriate committee of non-employee directors thereof, will have adopted a resolution consistent with the interpretive guidance of the SEC so that the acquisition by any officer or director of the stockholders Company who may become a covered person of Parent in accordance with for purposes of Section 16 of the Exchange Act and the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance thereunder ("Section 16") of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of or options to acquire Parent is required in connection with the consummation of the transactions contemplated hereby. This Common Stock pursuant to this Agreement and the consummation Merger shall be an exempt transaction for purposes of Section 16. The 33 29 Board of Directors of Parent by Parent resolutions duly adopted by a unanimous vote of the directors present at a meeting duly called and Merger Sub of held and not subsequently rescinded or modified in any way has duly (A) approved and adopted this Agreement and the transactions contemplated hereby have been duly (including but not limited to the Offer, the Merger and validly authorized by the boards of directors Charter Amendment), (B) determined that this Agreement and the transactions contemplated hereby (including but not limited to the Offer, the Merger and the Charter Amendment) are fair to and in the best interests of Parent and Merger Sub and by (C) resolved to recommend that the stockholders of Parent as vote in favor of the sole stockholder of Merger Submatters described in the second preceding sentence. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Purchaser and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery hereof by the Company, constitutes the a legal, valid and binding agreement obligation of each of Parent and Merger Sub, Purchaser enforceable against Parent and Merger Sub Purchaser in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.
Appears in 3 contracts
Samples: Merger Agreement (Rohm & Haas Co), Merger Agreement (Rohm & Haas Co), Merger Agreement (Morton Acquisition Corp)
Authority Relative to this Agreement. The board Subject to the receipt of directors of Merger Sub has approved this Agreement and declared it the PN15 Approval, the NetDragon Shareholder Approval and the Merger to be advisableeLMTree Approvals, and Merger Sub each eLMTree Party has the all requisite corporate power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that such eLMTree Party has executed or delivered or is to execute or deliver pursuant to this Agreement; and deliver this Agreement (b) carry out such eLMTree Party’s obligations hereunder and thereunder and to consummate the transactions contemplated herebyapplicable Transactions (including the Merger). The board execution and delivery by each eLMTree Party of directors of Parent has declared the Merger this Agreement and the related issuance other Transaction Agreements to which it is a party and, following the receipt of Parent Shares advisablethe NetDragon Shareholder Approval, has the consummation by such eLMTree Party of the applicable Transactions (including the Merger) have been or will be duly and validly authorized this Agreement by all requisite action on the part of such eLMTree Party, and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent such eLMTree Party are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyapplicable Transactions. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby other Transaction Agreements to which it is a party have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub each eLMTree Party and, assuming this Agreement constitutes the valid due authorization, execution and delivery hereof and thereof by the other Parties, constitute the legal and binding agreement obligations of the Company, constitutes the valid and binding agreement of Parent and Merger Subsuch eLMTree Party, enforceable against Parent and Merger Sub such eLMTree Party in accordance with its their terms, subject, except insofar as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other reorganization, moratorium or similar laws of general applicability relating to or affecting creditors' ’ rights and to general generally or by principles governing the availability of equityequitable remedies.
Appears in 2 contracts
Samples: Merger Agreement (Gravitas Education Holdings, Inc.), Merger Agreement
Authority Relative to this Agreement. The board Board of directors Directors of ------------------------------------ Merger Sub has approved this Agreement and declared it and the Merger to be advisable, advisable and Merger Sub has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board Board of directors Directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock advisable and Parent has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and and, subject to consummate the transactions contemplated hereby. No other corporate proceedings on approval by the part stockholders of Parent are necessary of the amendment to authorize this Agreement or Parent's Certificate of Incorporation to consummate increase Parent's authorized capital stock in order to allow for the transactions contemplated hereby, other than issuance of Parent Shares by virtue of the Merger and the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders MeetingNNM listing requirements, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of consummate the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards Boards of directors Directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub (including, in the case of Merger Sub, all stockholder action by Parent as its sole stockholder) are necessary to authorize this Agreement or to consummate the sole stockholder transactions contemplated hereby (other than the approval by the stockholders of Parent of the amendment to Parent's Certificate of Incorporation to increase Parent's authorized capital stock in order to allow for the issuance of Parent Shares by virtue of the Merger Suband the approval of the issuance of Parent Shares by the stockholders of Parent in accordance with the NNM listing requirements). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equityequity .
Appears in 2 contracts
Samples: Merger Agreement (Usweb Corp), Merger Agreement (Usweb Corp)
Authority Relative to this Agreement. The board of directors of Merger Sub (a) Seller has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite full corporate power and authority to execute and deliver this Agreement, the Related Agreements, the Consent and Support Agreement and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement and the Related Agreements and to consummate the transactions contemplated hereby. hereby and thereby.
(b) The board execution, delivery and performance of directors of Parent has declared this Agreement, the Merger Related Agreements, the Consent and Support Agreement and the related issuance of Parent Shares advisableother agreements, has duly documents and validly authorized instruments to be executed and delivered by Seller in connection with this Agreement, the Related Agreements or the Consent and Support Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that thereby have been duly and validly authorized by all the stockholders necessary action on the part of Parent approve the Merger Seller, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate or other proceedings on the part of Parent Seller are necessary to authorize this Agreement, the Related Agreements, the Consent and Support Agreement and the other agreements, documents and instruments to be executed and delivered by Seller in connection with this Agreement, the Related Agreements and the Consent and Support Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules hereby and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. thereby.
(c) This Agreement and the consummation by Parent Consent and Merger Sub Support Agreement have been, and the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement, the Related Agreements or the Consent and Support Agreement as of or prior to the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been Closing Date will be, duly and validly executed and delivered by Parent and Merger Sub Seller and, assuming that this Agreement, the Related Agreements, the Consent and Support Agreement constitutes and the other agreements, documents and instruments to be executed and delivered by Seller in connection with this Agreement, the Related Agreements or the Consent and Support Agreement constitute legal, valid and binding agreement agreements of Buyer, are (in the case of this Agreement and the Consent and Support Agreement) or will be as of the CompanyClosing Date (in the case of the Related Agreements and the other agreements, constitutes documents and instruments to be executed and delivered on or prior to the valid Closing Date in connection with this Agreement, the Related Agreements or the Consent and binding agreement of Parent and Merger Sub, Support Agreement) enforceable against Parent and Merger Sub Seller in accordance with its their respective terms, subject, as to enforceability, to except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and moratorium or other similar laws of general applicability affecting or relating to enforcement of creditors’ rights generally or affecting creditors' rights and to general principles of equity.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Consumers Energy Co), Purchase and Sale Agreement (CMS Energy Corp)
Authority Relative to this Agreement. The board of directors of Merger Sub Buyer has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement, the Escrow Agreement, the Put/Call Agreement, the Environmental Remediation Agreement and the Closing Notes and to consummate the transactions contemplated herebyby this Agreement. The board execution and delivery of directors of Parent has declared this Agreement, the Merger and Escrow Agreement, the related issuance of Parent Shares advisablePut/Call Agreement, has duly and validly authorized this the Environmental Remediation Agreement and the consummation by Parent of the transactions contemplated hereby Closing Notes and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This by this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the boards part of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubBuyer. This Agreement has been and the Escrow Agreement, the Put/Call Agreement, the Environmental Remediation Agreement and the Closing Notes will, as of Closing, have been duly and validly executed and delivered by Parent Buyer, and Merger Sub and, assuming this Agreement, the Escrow Agreement, the Put/Call Agreement, the Environmental Remediation Agreement and the Closing Notes have been duly authorized, executed and delivered by the Sellers and the other parties thereto, constitutes the or will constitute, as applicable, a valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub Buyer in accordance with its terms, subject, as except that (a) such enforcement may be subject to enforceability, to any bankruptcy, insolvency, reorganization and reorganization, moratorium, fraudulent transfer or other laws of general applicability applicable laws, now or hereafter in effect, relating to or affecting limiting creditors' ’ rights generally and (b) enforcement of this Agreement, the Escrow Agreement, the Put/Call Agreement, the Environmental Remediation Agreement and the Closing Notes, including, among other things, the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to general principles the discretion of equitythe court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Hormel Foods Corp /De/)
Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the requisite full corporate power and authority authority, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The board of directors execution and delivery by each of Parent has declared the and Merger and the related issuance Sub of Parent Shares advisable, has duly and validly authorized this Agreement and the Ancillary Agreements to which it is a party and the consummation by each of Parent and a Merger Sub of the transactions contemplated hereby and has recommended that thereby have been duly and authorized by all necessary action by the stockholders respective Boards of Directors of Parent approve the and Merger Sub, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings action on the part of the Board of Directors of either Parent are necessary or Merger Sub is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of which it is a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement party and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subthereby. This Agreement has and the Ancillary Agreements to which Parent and/or Merger Sub is a party have been or will be, as applicable, duly and validly executed and delivered by Parent and and/or Merger Sub Sub, as applicable, and, assuming this Agreement the due authorization, execution and delivery hereof by the Company and/or the other parties thereto, constitutes the or will constitute, as applicable, a legal, valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of Parent and and/or Merger Sub, as applicable, enforceable against Parent and and/or Merger Sub Sub, as applicable, in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' rights generally and to by general principles of equity.
Appears in 2 contracts
Samples: Merger Agreement (Wellcare Group Inc), Merger Agreement (Wellcare Management Group Inc)
Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement deliver, and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisableperform its obligations under, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated herebyCompany Option Agreement, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNMunder applicable law. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, execution and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation delivery by Parent and Merger Sub of this Agreement and the Company Option Agreement, and the consummation of the Merger and the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the boards of directors part of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has and the Company Option Agreement have been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement constitutes and the Company Option Agreement by the Company, is a valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub them in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general applicability relating equitable principles. The shares of Parent Common Stock to be issued by Parent pursuant to the Merger, as well as the Parent Options and the shares of Parent Common Stock to be issued upon exercise thereof: (i) have been duly authorized, and, when issued in accordance with the terms of the Merger and this Agreement (or affecting creditors' rights the applicable option agreements), will be validly issued, fully paid and nonassessable and will not be subject to general principles preemptive rights, (ii) will, when issued in accordance with the terms of equitythe Merger and this Agreement (or the applicable option agreements), be registered under the Securities Act, and registered or exempt from registration under applicable United States "Blue Sky" laws and (iii) will, when issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), be listed on the Nasdaq National Market.
Appears in 2 contracts
Samples: Merger Agreement (Adc Telecommunications Inc), Merger Agreement (Adc Telecommunications Inc)
Authority Relative to this Agreement. The board Each of directors of Merger 3Dfx and Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the STB Option Agreement, and to perform its obligations hereunder and thereunder, subject to obtaining the approval of 3Dfx's shareholders of the issuance of 3Dfx Common Stock in the Merger, to consummate the transactions contemplated herebyhereby and thereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the STB Option Agreement by 3Dfx and Sub and the consummation by Parent 3Dfx and Sub of the transactions contemplated hereby and has recommended that thereby have been duly and validly authorized by all necessary corporate action on the stockholders part of Parent approve the Merger 3Dfx and the related issuance of shares of Parent Common Stock Sub and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent 3Dfx or Sub are necessary to authorize this Agreement and the STB Option Agreement, or to consummate the transactions so contemplated hereby, (other than with respect to the Merger, the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve outstanding shares of 3Dfx Common Stock of the issuance of shares of Parent 3Dfx Common Stock in connection the Merger in accordance with the Merger, applicable rules of Nasdaq and no other approval 3Dfx's Articles of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyIncorporation and Bylaws). This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby STB Option Agreement have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent 3Dfx and Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and delivery by STB, constitute legal and binding agreement obligations of the Company, constitutes the valid 3Dfx and binding agreement of Parent and Merger Sub, enforceable against Parent 3Dfx and Merger Sub in accordance with its their respective terms, subject, as subject to enforceability, to (i) bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting or relating to creditors rights generally and (ii) the availability of injunctive relief and other laws of general applicability relating to or affecting creditors' rights and to general principles of equityequitable remedies.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (3dfx Interactive Inc), Merger Agreement (STB Systems Inc)
Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Company Requisite Vote (as defined below), to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and has recommended that validly authorized and approved by the stockholders Board of Parent approve Directors of the Merger Company (the "Company Board") and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement and the transactions contemplated hereby, other than including the approval of the issuance of the Parent Shares pursuant to this Agreement Merger, by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the voting stock present or represented by proxy at of the Parent Stockholders Meeting, provided a quorum Company (which is present, is sufficient for Parent's stockholders to approve the issuance comprised solely of shares of Parent Company Common Stock in connection with and Company Series A Preferred Stock) acting as a single class (the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub"Company Requisite Vote")). This Agreement has been duly and validly executed and delivered by Parent the Company and Merger Sub andconstitutes a valid, assuming this Agreement constitutes the valid legal and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as subject to enforceability, to applicable bankruptcy, insolvency, reorganization and moratorium or other laws affecting the enforcement of general applicability relating to or affecting creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity).
(b) The Company Board has duly and validly approved, and taken all corporate actions required to general principles be taken by the Company Board for, the consummation of equitythe transactions, including the Merger, contemplated hereby and has resolved (i) to deem this Agreement and the transactions contemplated hereby, including the Merger, taken together, advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) to recommend to the Company's stockholders that they approve and adopt this Agreement and the transactions contemplated hereby, including the Merger, and (iii) to approve the Company Stockholders Voting Agreement.
(c) The Company Board has directed that this Agreement be submitted to the Company's stockholders for their approval and adoption at the Company Stockholders Meeting (as defined in Section 5.4(c)).
(d) The Company Requisite Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger. No other vote or consent of the stockholders of the Company is required by law, the certificate of incorporation or bylaws of the Company or otherwise in order for the Company to adopt this Agreement or to approve the transactions contemplated hereby, including the Merger. Based upon the currently outstanding capital stock of the Company, the Company Stockholders own of record a majority of the issued and outstanding shares of voting capital stock of the Company. Based upon the currently outstanding capital stock of the Company, the affirmative vote of the Company Stockholders will be sufficient to obtain the Company Requisite Vote.
Appears in 2 contracts
Samples: Merger Agreement (Westwood One Inc /De/), Merger Agreement (Metro Networks Inc)
Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The Board of Directors of the Company (the "Company Board") by unanimous vote of those present, has duly and validly authorized the execution, delivery and performance of this Agreement and the Option Agreement and approved the consummation of the transactions contemplated hereby and thereby, and taken all corporate actions required to be taken by the Company Board for the consummation of the transactions, including the Merger, contemplated hereby and thereby and has (i) by resolution approved, and declared advisable, the agreement of merger (within the meaning of Section 251 of the DGCL) contained within this Agreement; (ii) determined that such transactions are advisable and fair to, and in the best interests of, the Company and its stockholders; and (iii) as of the date hereof, resolved to recommend that the stockholders of the Company approve and adopt such agreement of merger. No other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger and the agreement of merger (within the meaning of Section 251 of the DGCL) contained within this Agreement, the Required Company Vote (as hereinafter defined)). This Agreement and the Option Agreement have each been duly and validly executed and delivered by the Company and each constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms.
(b) The Company Board has directed that the agreement of merger contained within this Agreement be submitted to the stockholders of the Company for their approval at a meeting to be held for that purpose. The affirmative vote of the holders of a majority of the outstanding voting stock of the Company (which is comprised solely of the Company Common Stock (the "Voting Shares")) (voting as a single class) as of the record date for the Company Stockholders Meeting (as hereinafter defined) (the "Required Company Vote") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt the agreement of merger contained within this Agreement and approve the Merger. No other vote of the stockholders of the Company is required by law, the articles of incorporation or the by-laws of the Company or otherwise in order for the Company to approve and adopt the agreement of merger contained within this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative no vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum stockholders is present, is sufficient for Parent's stockholders required to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of Option Agreement or to consummate the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equitythereby.
Appears in 2 contracts
Samples: Merger Agreement (Interpublic Group of Companies Inc), Merger Agreement (Nfo Worldwide Inc)
Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisableEach Seller has, and Merger Sub has each member of the requisite corporate Seller Group shall have prior to the Closing, all necessary power and authority to execute execute, deliver and deliver perform this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation by Parent of the transactions contemplated hereby and has recommended that thereby, have been, or shall be prior to the stockholders Closing, duly and validly authorized by all necessary action on part of Parent approve the Merger such Seller, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent are a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of which it is or shall at Closing be a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subparty. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub each Seller, and, assuming the due authorization, execution and delivery of this Agreement constitutes by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the valid Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the Company, constitutes applicable members of the valid and binding agreement of Parent and Merger SubSeller Group, enforceable against Parent and Merger Sub each such member in accordance with its terms, subject, as subject to enforceability, the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganization and other laws of general applicability moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors' ’ rights and to generally, or general principles of equityequity (collectively, the “Enforceability Exceptions”).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ohio Power Co), Stock Purchase Agreement (Algonquin Power & Utilities Corp.)
Authority Relative to this Agreement. The (a) Subject to the receipt of the Company Shareholder Approval, the Company and Merger Sub (together, the “Company Parties”) each have or will have all requisite corporate or other organizational power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which such Group Company is or will as of the Closing be a party, and each ancillary document that such Company Party has executed or delivered or is to execute or deliver pursuant to this Agreement prior to the Closing; (b) carry out such Company Party’s obligations hereunder and thereunder, including the due and valid authorization and issuance of the Merger Consideration, and (c) consummate the Transactions. Subject to the receipt of the Company Shareholder Approval, the execution and delivery by the Company Parties of this Agreement and the other Transaction Agreements to which it is a party (or to which, as of the Closing, it will be a party) and the consummation by such Company Party of the Transactions have been (or, in the case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized by all requisite action on the part of such Company Party (including (x) with respect to the Company, the approval by the Company Board and (y) with respect to Merger Sub, the approval by the board of directors of Merger Sub has approved this Agreement and declared it and by the Company, as the sole shareholder of Merger to be advisableSub), and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent any Company Party are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyTransactions. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby other Transaction Agreements to which any Company Party is a party have been duly and validly authorized (or, in the case of any Transaction Agreements to be entered into by such Company Party after the boards date of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been this Agreement, will be upon execution thereof) duly and validly executed and delivered by Parent and Merger Sub such Company Party and, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement constitutes Agreement, will constitute) the valid legal and binding agreement obligations of the Company, constitutes the valid and binding agreement of Parent and Merger Subapplicable Company Party, enforceable against Parent and Merger Sub such Company Party in accordance with its terms, subject, except insofar as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other reorganization, moratorium, forbearance or similar laws of general applicability relating to or affecting creditors' ’ rights generally or by principles governing the availability of equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”).
(b) The following votes are required to obtain the Company Shareholder Approval: (a) with respect to the Merger, the affirmative vote or written consent of the Preferred Majority and (b) with respect to (i) the adoption of the Company A&R Articles, (ii) the approval and adoption of this Agreement and (iii) approval of the other Transactions, including the Reclassification and Stock Split, the affirmative vote or written consent of each of (x) the Company Shareholders by a Shareholder Resolution, (y) the Preferred Majority, and (z) solely with respect to the adoption of the Company A&R Articles, the written consent of each Company Shareholder that is named in the Current Company Articles as having the right to appoint a member of the Company Board or as having the right to appoint an observer to the Company Board. Assuming the execution of and performance under the Company Voting Agreements by the Company Voting Agreement Signatories, the Company will have received sufficient votes to obtain the Company Shareholder Approval and to general principles of equityapprove the Company Shareholder Matters.
Appears in 2 contracts
Samples: Merger Agreement (Pagaya Technologies Ltd.), Merger Agreement (EJF Acquisition Corp.)
Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The board Except as set forth in Section 3.04(a) of directors the Company Disclosure Schedule, the execution and delivery of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company and the consummation by Parent the Company of the transactions contemplated hereby have been duly and has recommended that the stockholders of Parent approve the Merger validly authorized by all necessary corporate action, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, other than with respect to the approval Merger, the adoption of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation combined voting power of the transactions contemplated hereby. This Agreement outstanding Shares entitled to vote thereon and the consummation filing and recordation of appropriate merger documents as required by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubDelaware Law). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of the Company, constitutes the valid and binding agreement of delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as to enforceability, to except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, fraudulent conveyance, moratorium or other laws of general applicability similar Laws affecting or relating to or affecting enforcement of creditors' rights generally and to general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
(i) The Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and held on October 30, 2000, (A) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders (excluding Parent and its affiliates), (B) determined that this Agreement and the Merger should be approved and declared advisable and (C) resolved to recommend that the Board of Directors of the Company approve and declare the advisability of this Agreement and the Merger, and (iii) the Board of Directors of the Company, at a meeting thereof duly called and held on October 30, 2000, in reliance upon the advice of the Special Committee (A) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders (excluding Parent and its affiliates), (B) approved and declared the advisability of this Agreement and the Merger and (C) resolved to recommend that the stockholders of the Company approve the Merger and adopt this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Viacom Inc), Merger Agreement (Viacom Inc)
Authority Relative to this Agreement. The board (a) Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement perform its obligations hereunder and to consummate the transactions contemplated hereby. No other corporate proceedings on the part The execution and delivery of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the boards of directors part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval ("Parent Stockholder Approval") by the holders of at least a majority of the outstanding shares of Parent Common Stock (as hereinafter defined) of an amendment to the Certificate of Incorporation of Parent to authorize additional shares of Parent Preferred Stock and by the issuance of Parent as Preferred Stock in accordance with the sole stockholder terms of Merger Subthis Agreement, all in accordance with Delaware Law and Parent's Certificate of Incorporation and By-Laws (the "Parent Preferred Stock Matters")). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement constitutes the valid and binding agreement of by the Company, constitutes the a legal, valid and binding agreement obligation of Parent and Merger Sub.
(b) The board of directors of Parent (i) has declared that this Agreement, enforceable against the Offer, the Merger, the Parent Preferred Stock Matters and the other transactions contemplated hereby and thereby are advisable and in the best interests of the stockholders of Parent, (ii) has authorized, approved and adopted this Agreement (including the Parent Preferred Stock Matters and substantially the form of Indenture attached hereto as Exhibit F), the Offer, the Merger Sub and the other transactions contemplated hereby and thereby, and (iii) has taken appropriate action, pursuant to Section 203(a)(1) of the Delaware Law, to cause the restrictions contained in Section 203 of Delaware Law to be inapplicable to the Offer, the Merger and the transactions contemplated by this Agreement, and to approve the agreement (the "Alpine Agreement") by The Alpine Group, Inc. to vote (or cause to be voted) the shares of Parent Common Stock (as defined in Section 4.05) held of record by it or which it has the right to vote (A) in favor of (1) an amendment to the Certificate of Incorporation of Parent to authorize additional shares of preferred stock, par value $.01 per share, of Parent; (2) the issuance of Parent Preferred Stock, in the case of clauses (1) and (2) hereof in accordance with its termsthe terms of the Merger Agreement, subject, as Delaware Law and the Certificate of Incorporation and By-Laws of Parent; and (3) any other matters submitted to enforceability, the stockholders of Parent to bankruptcy, insolvency, reorganization authorize or facilitate the transactions contemplated by the Alpine Agreement; and other laws (B) against any matters submitted to the stockholders of general applicability relating to or affecting creditors' rights and to general principles of equityParent inconsistent with the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Superior Telecom Inc), Merger Agreement (Superior Telecom Inc)
Authority Relative to this Agreement. The board of directors of Merger Sub (a) Coors has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Coors Stockholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated herebyhereby and thereby. The board execution, delivery and performance by Coors of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the other Transaction Documents to which it is party and the consummation by Parent Coors of the transactions contemplated hereby and has recommended that thereby have been duly and validly authorized by all necessary corporate action on the stockholders part of Parent approve the Merger Coors, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent Coors are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions contemplated herebyso contemplated, other than the approval of Coors Stockholder Approval, the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement Interim Order and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubFinal Order. This Agreement has been been, and each other Transaction Document to which Coors is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Parent and Merger Sub Coors and, assuming this Agreement the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the valid Closing, a valid, legal and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger SubCoors, enforceable against Parent and Merger Sub Coors in accordance with its respective terms, subject, as except that (i) such enforcement may be subject to enforceability, to applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws of general applicability relating to similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to general principles the discretion of equitythe court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currency.
(b) At a meeting duly called and held, Coors' board of directors has unanimously: (i) determined that this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby (including the Coors Share Issuance, the Coors Charter Amendment and the Arrangement) are advisable and fair to and in the best interests of the Coors and the holders of each class of the Coors Common Stock; (ii) authorized and approved this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby (including the Coors Share Issuance, the Coors Charter Amendment and the Arrangement); and (iii) resolved to recommend approval and adoption of the Coors Charter Amendment and approval of the Coors Share Issuance by its stockholders at the Coors Meeting.
Appears in 2 contracts
Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)
Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement perform its obligations hereunder and to consummate the transactions contemplated hereby. No other corporate proceedings on the part The execution and delivery of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the boards part of directors the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the MBCA and the Company's Articles of Incorporation and By-Laws). The Board of Directors of the Company has determined that it is advisable and in the best interest of the Company's shareholders for the Company to enter into a business combination with Parent upon the terms and Merger Sub subject to the conditions of this Agreement, and by Parent as has unanimously recommended that the sole stockholder of Merger SubCompany's shareholders approve and adopt this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of the Company, constitutes the valid and binding agreement of delivery by Parent and Merger Sub, as applicable, constitutes a legal, valid and binding obligation of the Company enforceable against Parent and Merger Sub the Company in accordance with its terms.
(b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the consummation of the transactions contemplated by this Agreement and the Shareholder Agreement including, subjectbut not limited to, as all actions required to enforceability, render the provisions of Section 775 through Section 784 of the MBCA restricting business combinations with "interested shareholders" inapplicable to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights such transactions and to general principles provide that none of equityParent, Merger Sub or any of their affiliates shall become an"interested shareholder" upon the execution and delivery of the Shareholder Agreement or the acquisition of Shares pursuant thereto, such that any business combination thereafter proposed among Parent or Merger Sub or their affiliates and the Company shall be exempt from the requirements of such Sections. The Company has taken all action necessary to opt out of Sections 790 through 799 of the MBCA in order to render the provisions of such statutes restricting voting rights of "control shares" inapplicable to Shares acquired by Parent, Merger Sub or their affiliates pursuant to the Merger or the Shareholder Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Oxford Automotive Inc), Merger Agreement (BMG North America LTD)
Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisableSeller has, and Merger Sub has each member of the requisite Seller Group will have prior to the Closing, all necessary corporate power and authority to execute execute, deliver and deliver perform this Agreement and the Final Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized by this Agreement and the Final Ancillary Documents to which it is a party in accordance with the terms hereof and thereof. The execution, delivery and performance by Seller and each member of the Seller Group of this Agreement and the Final Ancillary Documents to which it is a party, and the consummation by Parent of the transactions contemplated hereby and has recommended that thereby, have been, or will be prior to the stockholders Closing, duly and validly authorized by all necessary action on part of Parent approve the Merger Seller, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent are Seller or any member of the Seller Group are, or will be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Final Ancillary Document to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of which it is a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subparty. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Seller, and, assuming the due authorization, execution and delivery of this Agreement constitutes by Parent and Purchaser, constitutes, and each Final Ancillary Document to which Seller or any member of the valid Seller Group is a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Final Ancillary Document by Parent, Purchaser or its applicable Affiliate party thereto, will constitute, a valid, legal and binding agreement of the Company, constitutes applicable members of the valid and binding agreement of Parent and Merger SubSeller Group, enforceable against Parent and Merger Sub each such member in accordance with its terms, subject, as subject to enforceability, the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganization and other laws of general applicability moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors' ’ rights and to generally, or general principles of equityequity (collectively, the “Enforceability Exceptions”).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nextera Energy Inc), Stock Purchase Agreement (Gulf Power Co)
Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company and the consummation by Parent the Company of the transactions contemplated hereby have been duly and has recommended that the stockholders of Parent approve the Merger validly authorized by all necessary corporate action, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, other than with respect to the approval Merger and to the extent required by Delaware Law, the adoption of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of entitled to cast a majority in interest of the stock present or votes represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent outstanding Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation filing and recordation of appropriate merger documents as required by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubDelaware Law). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement the due authorization, execution and delivery by Ford, Parent and FSG II, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, Company enforceable against Parent and Merger Sub the Company in accordance with its terms.
(b) (i) The Special Committee has been duly authorized and constituted, subject(ii) the Special Committee, as at a meeting thereof duly called and held on January 16, 2001, (A) determined that this Agreement, the Tender Offer and the Merger are fair to enforceabilityand in the best interests of the Company and its stockholders (other than Parent and its affiliates), (B) determined that this Agreement, the Tender Offer and the Merger should be approved and declared advisable by the Board and (C) resolved to bankruptcyrecommend that the Company’s stockholders accept the Tender Offer, insolvencytender their Shares pursuant thereto and approve and adopt this Agreement and the Merger if submitted for their approval, reorganization and (iii) the Board, at a meeting thereof duly called and held on January 16, 2001, (A) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders (other laws of general applicability relating than Parent and its affiliates), (B) approved and declared advisable this Agreement, the Tender Offer and the Merger and (C) resolved to or affecting creditors' rights recommend that the Company’s stockholders accept the Tender Offer, tender their Shares pursuant thereto and to general principles of equityapprove and adopt this Agreement and the Merger if submitted for their approval.
Appears in 2 contracts
Samples: Offer to Purchase (Ford Motor Co), Offer to Purchase (Ford Motor Co)
Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and all the Merger to be advisable, and Merger Sub has the requisite necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining Company Stockholder Approval (or if applicable, the Disinterested Stockholder Approval), to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The board execution, delivery and performance of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub it of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and, except for obtaining the boards Company Stockholder Approval (or if applicable, the Disinterested Stockholder Approval), no other corporate action or corporate proceeding on the part of directors the Company is necessary to authorize the execution and delivery by the Company of Parent this Agreement and Merger Sub and the consummation by Parent as it of the sole stockholder of Merger Subtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by Parent and Merger Sub andSub, assuming this Agreement constitutes the valid a valid, legal and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as except that such enforcement may be subject to enforceability, to (i) any bankruptcy, insolvency, reorganization and reorganization, moratorium, fraudulent transfer or other laws of general applicability relating to laws, now or hereafter in effect, affecting creditors' rights generally, and to (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding of law or equity).
(i) The Special Committee has been duly authorized and constituted, and (ii) the Special Committee, at a meeting thereof duly called and held on May 30, 2003, (A) determined that this Agreement, the Related Agreements, the Merger and the Related Transactions are fair to and in the best interests of the Company's stockholders (other than Parent and its Affiliates), (B) determined that this Agreement, the Related Agreements, the Merger and the Related Transactions should be approved and declared advisable by the Company Board and (C) resolved to recommend that the Company's stockholders approve and adopt this Agreement and the Merger.
(c) The Company Board, at a meeting thereof duly called and held on May 30, 2003, based on the recommendation of the Special Committee, (i) determined that this Agreement, the Related Agreements, the Merger and the Related Transactions are fair to and in the best interests of the Company and its stockholders (other than Parent and its Affiliates), (ii) approved and declared advisable this Agreement and the Merger, and (iii) resolved to recommend that the Company's stockholders approve and adopt this Agreement and the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Seminis Inc), Agreement and Plan of Merger (Seminis Inc)
Authority Relative to this Agreement. (a) The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub Company has the requisite necessary corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining any necessary stockholder approval of the Merger, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company and the consummation by Parent the Company of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite have been duly authorized by all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings action on the part of Parent are necessary the Company, subject to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement Merger by the Company's stockholders of Parent in accordance with the rules DGCL. This Agreement has been duly executed and regulations delivered by the Company and constitutes a legal, valid and binding obligation of the NNMCompany, enforceable against it in accordance with its terms. The affirmative vote of the holders of a majority in interest of the shares of Company Common Stock entitled to vote approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders necessary to approve the issuance of shares of Parent Common Stock in connection with the Merger, this Agreement and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This ; provided, however, that no such vote shall be required if the Merger is subject to Section 253 of the DGCL.
(b) At a Board of Directors' meeting duly called and held on February 14, 2000, the Board of Directors (i) determined that this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly are advisable, fair to and validly authorized in the best interests of the stockholders and that the Per Share Amount to be paid for each Share in the Offer and the Merger is fair to the holders of such Shares, (ii) declared advisable and in all respects approved and adopted this Agreement, the Offer, the Merger and the other transactions contemplated hereby, and (iii) resolved to recommend the approval and adoption of this Agreement and the Merger by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement stockholders of the Company.
(c) Banc of America Securities LLC (the "Company Financial Advisor") has delivered to the Board of Directors its written opinion, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating dated prior to or affecting creditors' rights as of the date of this Agreement, that based on the assumptions, qualifications and limitations contained therein, the Per Share Amount to general principles be received by the Company's stockholders in the Offer and the Merger is fair from a financial point of equityview to such stockholders. The Company has provided a copy of such opinion to Parent.
Appears in 2 contracts
Samples: Merger Agreement (GRC International Inc), Merger Agreement (At&t Corp)
Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Buyer and Merger Sub has the requisite full corporate power and authority to execute and deliver this Agreement and, assuming approval of the Merger by the Merger Sub and to the approval of Merger, the adoption of the Merger Agreement and the approval of the issuance of shares of Buyer Common Stock by the Required Buyer Shareholder Vote on the Buyer Record Date at the Buyer Special Meeting or any adjournment or postponement of such meeting in accordance with California Law and the Bylaws of the Buyer, consummate the Merger and the other transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement (and, in the case of Buyer, the Voting Agreements), and the consummation of the Merger, the issuance of the shares of Buyer Common Stock in connection with the Merger and the other transactions contemplated by this Agreement (and, in the case of Buyer, the Voting Agreements), have been duly and validly authorized by the unanimous vote of the board of directors of Parent has declared the Buyer and Merger Sub, and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent Buyer or Merger Sub are necessary to authorize this Agreement or (and, in the case of Buyer, the Voting Agreements), to consummate issue the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Buyer Common Stock in connection with the Merger, or to consummate the Merger and no the other transactions contemplated by this Agreement (or, in the case of Buyer, the Voting Agreements), other than, with respect to the Merger, the (a) approval of any holder the Merger by the shareholder of any securities of Parent is required in connection with the consummation Merger Sub and (b) approval of the transactions contemplated hereby. This Merger, the adoption of the Agreement and the consummation by Parent and Merger Sub approval of the transactions contemplated hereby have been duly and validly authorized issuance of Buyer Common Stock in the Merger by the boards Required Buyer Shareholder Vote on the Buyer Record Date at the Buyer Special Meeting or any adjournment or postponement thereof to the extent required by California Law or the NASDAQ Marketplace Rules and (c) the filing of directors of Parent and Merger Sub and by Parent as the sole stockholder Certificate of Merger Subwith the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by Parent Buyer and Merger Sub and, assuming this Agreement due authorization, execution and delivery by the Company, constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent Buyer and Merger Sub, enforceable against Parent Buyer and Merger Sub in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general applicability relating to or affecting creditors' rights and to general principles of equityequitable principles.
Appears in 2 contracts
Samples: Merger Agreement (Spectrian Corp /Ca/), Merger Agreement (Spectrian Corp /Ca/)
Authority Relative to this Agreement. The board Subject only to the approval of directors of Merger Sub the Company’s stockholders as described below, the Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The board execution and delivery by the Company of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the boards part of directors the Company, subject only to the approval of Parent this Agreement and the Merger Sub by the Company’s stockholders by the affirmative vote of the holders of a majority of outstanding shares of Company Common Stock as required by the GCL and by Parent as the sole stockholder of Merger SubCompany Charter. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other similar laws of general applicability now or hereafter in effect relating to creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or affecting creditors' rights at law). As of the date of this Agreement, the Board of Directors of the Company has unanimously determined that it is fair to, advisable and in the best interests of the Company’s stockholders for the Company to general principles enter into a business combination with Parent upon the terms and subject to the conditions of equitythis Agreement, and has unanimously recommended that the Company’s stockholders approve and adopt this Agreement and the Merger, and, unless notice thereof has been given to Parent in the manner required by this Agreement, none of the aforesaid actions by the Company’s Board of Directors has been amended, rescinded or modified. The action taken by the Company’s Board of Directors constitutes approval of the Merger and the other transactions contemplated hereby by the Company’s Board of Directors under the provisions of Section 203 of the GCL such that Section 203 of the GCL does not apply to this Agreement or the transactions contemplated hereby. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement and no other vote of any holders of shares of the Company’s capital stock is necessary to approve any of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Legato Systems Inc), Merger Agreement (Emc Corp)
Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisablehereby (other than, has duly and validly authorized this Agreement and with respect to the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated herebyMerger, other than the approval of the issuance of the Parent Shares pursuant to this Agreement Merger by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy outstanding shares of Company Common Stock at any meeting of such stockholders called for such purpose, if necessary (the Parent "Company Stockholders Meeting")). The execution, provided a quorum is present, is sufficient for Parent's stockholders to approve delivery and performance of this Agreement by the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the boards part of directors the Company, and no other corporate proceedings on the part of Parent and the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than, with respect to the consummation of the Merger, the approval of the Merger Sub and by Parent as the sole stockholder holders of Merger Suba majority of the outstanding shares of Company Common Stock at the Company Stockholders Meeting, if required). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid due execution and binding agreement of the Company, constitutes the valid and binding agreement of delivery by Parent and Merger Sub, enforceable against Parent constitutes the legal, valid and binding obligation of the Company (other than, with respect to the consummation of the Merger, the approval of the Merger Sub in accordance with its termsby the holders of a majority of the outstanding shares of Company Common Stock at the Company Stockholders Meeting, subjectif required), as to enforceability, to except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights generally and to (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
(b) The Company Board of Directors, at a meeting duly called and held at which all directors were present, has unanimously (i) duly and validly approved and taken all corporate action required to be taken by the Company Board of Directors to authorize this Agreement and the consummation of the transactions contemplated hereby, (ii) resolved that the transactions are advisable and in the best interests of the stockholders of the Company and that the consideration to be paid for each Share in the Offer and the Merger is fair to the holders of such Shares, and (iii) subject to the other terms and conditions of this Agreement, resolved to recommend that the stockholders of the Company accept the Offer, tender their shares to the Merger Sub pursuant to the Offer, and approve and adopt this Agreement, and each of the transactions, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified.
Appears in 2 contracts
Samples: Merger Agreement (Softech Inc), Merger Agreement (Workgroup Technology Corp)
Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The board Subject to approval by the holders of directors the Parent Common Stock at the Parent Shareholder’ Meeting, as contemplated below, the execution, delivery and performance of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver by this Agreement have been duly and to consummate the transactions contemplated hereby. No validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyby this Agreement (other than, other than with respect to the approval Merger, the filing and recordation of appropriate merger documents as required by Applicable Corporate Law). The Parent Board, by resolutions duly adopted by a requisite vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or through an action by written consent has duly determined that this Agreement and the issuance Merger are fair to and in the best interests of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Mergerits shareholders, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This approved this Agreement and the consummation Merger. The board of directors of Merger Sub, by Parent resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or through an action by written consent has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Merger Sub of and its sole shareholder, (ii) approved this Agreement and the Merger and declared their advisability, and (iii) recommended that its sole shareholder approve and adopt this Agreement and approve the Merger and directed that this Agreement and the transactions contemplated hereby have been duly and validly authorized be submitted for consideration by the boards of directors of Parent and Merger Sub and by Parent as the its sole stockholder of Merger Subshareholder. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a legal, valid and binding agreement obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject, as to enforceability, subject only to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' ’ rights and to general principles of equity. The Requisite Shareholder Approval is the only vote or approval of the holders of any class or series of Parent’s capital stock necessary for Parent to approve the consummation of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Navarre Corp /Mn/), Merger Agreement (Navarre Corp /Mn/)
Authority Relative to this Agreement. The board of directors of Merger Sub (a) Molson has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated herebyhereby and thereby. The board execution, delivery and performance by Molson of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the other Transaction Documents to which it is party and the consummation by Parent Molson of the transactions contemplated hereby and has recommended that thereby have been duly and validly authorized by all necessary corporate action on the stockholders part of Parent approve the Merger Molson, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions contemplated herebyso contemplated, other than the approval of Molson Shareholder Approval, the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement Interim Order and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubFinal Order. This Agreement has been been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Parent and Merger Sub Molson and, assuming this Agreement the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the valid Closing, a valid, legal and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger SubMolson, enforceable against Parent and Merger Sub Molson in accordance with its respective terms, subject, as except that (i) such enforcement may be subject to enforceability, to applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws of general applicability relating to similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to general principles the discretion of equitythe court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currency.
(b) At a meeting duly called and held, Molson's board of directors has, based on the recommendation of the Independent Committee, unanimously: (i) determined that this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby (including the Arrangement) are fair to the holders of each class of the Molson Common Shares (other than Pentland) and in the best interests of Molson and; (ii) authorized and approved this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby (including the Arrangement); and (iii) resolved to recommend approval and adoption of the Arrangement by its shareholders at the Molson Meeting.
Appears in 2 contracts
Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)
Authority Relative to this Agreement. The board of directors of Merger Sub Buyer has approved this Agreement and declared it and the Merger to be advisablefull corporate, and Merger Sub has the requisite corporate power or other power, and authority to execute and deliver this Agreement, the Related Agreements, the CGIC Loan Agreement, the Consent and Support Agreement and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement, the Related Agreements, the CGIC Loan Agreement or the Consent and Support Agreement, and to consummate the transactions contemplated herebyhereby and thereby. The board execution, delivery and performance of directors of Parent has declared this Agreement, the Merger Related Agreements, the CGIC Loan Agreement, the Consent and Support Agreement and the related issuance of Parent Shares advisableother agreements, has duly documents and validly authorized instruments to be executed and delivered by Buyer in connection with this Agreement, the Related Agreements, the CGIC Loan Agreement or the Consent and Support Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that thereby have been duly and validly authorized by all the stockholders necessary action on the part of Parent approve the Merger Buyer, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate corporate, or other proceedings on the part of Parent Buyer, are necessary to authorize this Agreement, the Related Agreements, the CGIC Loan Agreement, the Consent and Support Agreement and the other agreements, documents and instruments to be executed and delivered by Buyer in connection with this Agreement. the Related Agreements, the CGIC Loan Agreement or the Consent and Support Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules hereby and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebythereby. This Agreement and the consummation Consent and Support Agreement have been, and the Related Agreements, the CGIC Loan Agreement and the other agreements, documents and instruments to be executed and delivered by Parent Buyer in connection with this Agreement, the Related Agreements, the CGIC Loan Agreement or the Consent and Merger Sub Support Agreement as of or prior to the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been Closing Date will be, duly and validly executed and delivered by Parent Buyer and Merger Sub andassuming that this Agreement, assuming the Related Agreements, the CGIC Loan Agreement, the Consent and Support Agreement and the other agreements, documents and instruments to be executed and delivered by Buyer in connection with this Agreement, the Related Agreements, the CGIC Loan Agreement constitutes or the Consent and Support Agreement constitute legal, valid and binding agreement agreements of Seller are (in the case of this Agreement and the Consent and Support Agreement) or will be as of the CompanyClosing Date (in the case of the Related Agreements, constitutes the valid CGIC Loan Agreement and binding agreement of Parent the other agreements, documents and Merger Subinstruments to be executed and delivered on or prior to the Closing Date in connection with this Agreement, the Related Agreements, the CGIC Loan Agreement or the Consent and Support Agreement), enforceable against Parent and Merger Sub Buyer in accordance with its their respective terms, subject, as to enforceability, to except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and moratorium or other similar laws of general applicability affecting or relating to enforcement of creditors’ rights generally or affecting creditors' rights and to general principles of equity.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Consumers Energy Co), Purchase and Sale Agreement (CMS Energy Corp)
Authority Relative to this Agreement. The board Each of directors of Acquiror, First Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Second Merger Sub has the requisite have all necessary corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The board execution and delivery of directors this Agreement by each of Parent has declared the Acquiror, First Merger Sub and Second Merger Sub and the related issuance consummation by each of Parent Shares advisableAcquiror, has First Merger Sub and Second Merger Sub of the Transactions have been duly and validly authorized this Agreement by all necessary corporate or limited liability company, as applicable, action, and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate or limited liability company, as applicable, proceedings on the part of Parent Acquiror, First Merger Sub or Second Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, Transactions (other than (a) with respect to the Acquiror Proposals (other than the Domestication), (i) the approval and adoption of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of an ordinary resolution under Cayman Islands law by (x) the holders of a majority in interest of the stock present shares of Acquiror Common Stock, voting together as a single class, represented in person or represented by proxy and entitled to vote thereon, voting and who vote at a general meeting with respect thereto and (y) the Parent Stockholders Meeting, provided holders of a quorum is present, is sufficient for Parent's stockholders to approve majority of the issuance of outstanding shares of Parent First Merger Sub Common Stock in connection with the MergerStock, and no other (ii) the filing and recordation of appropriate merger documents as required by the DGCL and DLLCA and (b) with respect to the Domestication, the approval and adoption of the Domestication (including the adoption and approval of any holder the amendment to the Acquiror Articles of any securities Association, a certificate of Parent is required in connection with corporate domestication and the consummation Domestication Organizational Documents) by special resolution under Cayman Islands law by the holders of at least two-thirds of the transactions contemplated hereby. This Agreement shares of Acquiror Common Stock, voting together as a single class, represented in person or by proxy and entitled to vote thereon, voting and who vote at a general meeting with respect thereto) (collectively, the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub“Acquiror Stockholders’ Approval”). This Agreement has been duly and validly executed and delivered by Parent Axxxxxxx, First Merger Sub and Second Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a legal, valid and binding agreement obligation of Parent and Acquiror, First Merger Sub or Second Merger Sub, enforceable against Parent and Acquiror, First Merger Sub or Second Merger Sub in accordance with its termsterms subject to the Remedies Exceptions. The Acquiror Board has approved this Agreement and the Transactions (including the Domestication), subjectand such approvals are sufficient so that the restrictions on business combinations set forth in the Acquiror Articles of Association shall not apply to the Mergers, as this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of Acquiror, no other state takeover statute is applicable to enforceability, to bankruptcy, insolvency, reorganization and the Mergers or the other laws of general applicability relating to or affecting creditors' rights and to general principles of equityTransactions.
Appears in 2 contracts
Samples: Business Combination Agreement (Jet Token Inc.), Business Combination Agreement (Oxbridge Acquisition Corp.)
Authority Relative to this Agreement. (a) The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company, and the consummation by Parent of the transactions contemplated hereby hereby, have been duly authorized by the Board and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate or stockholder proceedings on the part of Parent the Company are necessary required to authorize this Agreement or to consummate the transactions contemplated hereby, other than than, with respect to the approval Merger and to the extent required by Delaware Law, (i) the adoption of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of entitled to cast a majority in interest of the stock present or votes represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent outstanding Common Stock in connection with and Series C Preferred Stock and (ii) the Merger, filing and no other approval of any holder of any securities of Parent is required in connection with the consummation recordation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder Certificate of Merger Subin accordance with Delaware Law. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery hereof by Royal Ahold, Parent and Merger Sub and, assuming this Agreement Purchaser) constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as except that (i) such enforcement may be subject to enforceability, to applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws of general applicability similar laws, now or hereafter in effect, relating to or affecting creditors' rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to general principles the discretion of equitythe court before which any proceeding therefor may be brought.
(i) The Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and held on July 13, 2001, (A) determined that this Agreement, the Tender Offer and the Merger are fair to and in the best interests of the Company and its stockholders (other than Royal Ahold and its Affiliates), (B) determined that this Agreement, the Tender Offer and the Merger should be approved and declared advisable by the Board and (C) resolved to recommend that the Company's stockholders accept the Tender Offer, tender their shares of Common Stock pursuant thereto and approve and adopt this Agreement and the Merger if submitted for their approval, and (iii) the Board, at a meeting thereof duly called and held on July 16, 2001, (A) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders (other than Royal Ahold and its Affiliates), (B) approved and declared advisable this Agreement, the Tender Offer and the Merger and (C) resolved to recommend that the Company's stockholders accept the Tender Offer, tender their shares of Common Stock pursuant thereto and approve and adopt this Agreement and the Merger if submitted for their approval.
Appears in 2 contracts
Samples: Merger Agreement (Peapod Inc), Agreement and Plan of Merger (Royal Ahold)
Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it WinVest and the Merger to be advisable, and Merger Sub has the requisite corporate Subs have all necessary power and authority to execute and deliver this Agreement and the Ancillary Agreements to which WinVest or the Merger Subs (as applicable) are or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. The board execution and delivery of directors this Agreement and each Ancillary Agreement to which each of Parent has declared the WinVest and each Merger Sub is, or is contemplated to be, a party and the related issuance consummation by each of Parent Shares advisableWinVest and each Merger Sub of the Transactions contemplated hereby and thereby, has have been duly and validly authorized this Agreement by all necessary corporate action, and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent WinVest or Merger Sub are necessary to authorize this Agreement, any Ancillary Agreement or to consummate the transactions contemplated hereby, Transactions (other than (a) with respect to the Mergers, the approval and adoption of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented then-outstanding shares of WinVest Common Stock and by proxy at the Parent Stockholders Meetingholders of a majority of the then-outstanding Merger Sub I Interests and Merger Sub II Interests, provided a quorum is presentand the filing and recordation of appropriate merger documents as required by the DLLCA, is sufficient for Parent's stockholders and (b) with respect to approve the issuance of WinVest Common Stock and the amendment and restatement of the WinVest Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of Parent WinVest Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyStock). This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This each Ancillary Agreement has been been, or shall be when delivered, duly and validly executed and delivered by Parent WinVest and the Merger Sub Subs (as applicable) and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a legal, valid and binding agreement obligation of Parent WinVest and the Merger SubSubs (as applicable), enforceable against Parent and WinVest or the applicable Merger Sub in accordance with its terms, subject, as subject to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equitythe Remedies Exceptions.
Appears in 2 contracts
Samples: Business Combination Agreement (WinVest Acquisition Corp.), Business Combination Agreement (WinVest Acquisition Corp.)
Authority Relative to this Agreement. The board Each of directors of Merger Parent and Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The board Parent's Board of directors of Parent Directors has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized unanimously approved this Agreement and the Ancillary Agreements to which the Parent is a party. The execution and delivery by each of Parent and Sub of this Agreement and the Ancillary Agreements to which it is a party and, the consummation by Parent and Sub of the transactions contemplated hereby and has recommended that thereby and the stockholders performance by each of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby their respective obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the boards of directors part of Parent and Merger Sub and by no further action is required on the part of Parent as and Sub to authorize this Agreement or the sole stockholder Ancillary Agreements to which it is a party or the consummation of Merger Subthe transactions contemplated hereby or thereby. This Agreement has and the Ancillary Agreements have been or will be, as applicable, duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement the due authorization, execution and delivery hereof by the Company and/or the other parties thereto, each constitutes the or will constitute, as applicable, a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement each of Parent and Merger Sub, Sub enforceable against Parent and Merger Sub in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' rights generally and to by general principles of equity.
Appears in 2 contracts
Samples: Merger Agreement (Celsius Holdings, Inc.), Merger Agreement (Celsius Holdings, Inc.)
Authority Relative to this Agreement. The board Each of directors of Merger Parent and Amalgamation Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement to perform their obligations hereunder and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders each of Parent in accordance with the rules and regulations Amalgamation Sub and by Parent as sole shareholder of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement Amalgamation Sub and the consummation by Parent and Merger Amalgamation Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of each of Parent and Merger Amalgamation Sub and no other corporate proceedings on the part of Parent or Amalgamation Sub are necessary to authorize this Agreement and the transactions contemplated hereby (other than the filing and recordation of the Amalgamation Documents as required by Parent as the sole stockholder of Merger SubCompanies Act). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Amalgamation Sub and, assuming this Agreement and constitutes the a valid and binding agreement obligation of the Company, constitutes the valid and binding agreement each of Parent and Merger Amalgamation Sub. Except as set forth in Section 5.03 of the Parent Disclosure Schedule, enforceable against neither Parent nor any of the Parent Subsidiaries is subject to or obligated under any provision of (i) its respective Organizational Documents, (ii) any Contract, (iii) any Permit, or (iv) any Law or Governmental Order, which would be breached, violated or defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or any Encumbrance on any of its assets would be created or suffered by each of Parent and Merger Sub in accordance with its termsAmalgamation Sub’s execution or performance of this Agreement, subject, except (as to enforceabilityclauses (ii), (iii) or (iv) above) where such breach, violation, right of termination or acceleration, or Encumbrance could not reasonably be expected to bankruptcyhave, insolvencyindividually or in the aggregate, reorganization a Parent Material Adverse Effect. Except as set forth in Section 5.03 of the Parent Disclosure Schedule, the consummation of the Amalgamation by each of Parent and Amalgamation Sub will not require the consent or approval of or registration or filing with any Governmental Entity (including due to the status (or alleged status) of Parent or Amalgamation Sub) other than (i) applicable requirements, if any, of the Exchange Act, state “blue sky” or takeover laws, the HSR Act and other laws applicable Antitrust Laws, (ii) filing and recordation of general applicability relating appropriate Amalgamation documents as required by the Companies Act, (iii) compliance with Telecommunications Laws and (iv) the Exon-Xxxxxx Notification, except where failure to obtain such consents or affecting creditors' rights and approvals or to general principles make such registration or filing could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or materially delay consummation of equitythe Amalgamation.
Appears in 2 contracts
Samples: Agreement and Plan of Amalgamation (Teleglobe International Holdings LTD), Agreement and Plan of Amalgamation (Videsh Sanchar Nigam LTD)
Authority Relative to this Agreement. The board Each of directors of Parent, Merger Sub has approved this Agreement and declared it and the Merger to be advisable, I and Merger Sub II has the requisite all necessary corporate and other power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the satisfaction of the conditions agreed in this Agreement and to consummate the transactions contemplated herebyTransactions. The board execution and delivery of directors this Agreement by each of Parent has declared the Parent, Merger Sub I and Merger Sub II and the related issuance consummation of Parent Shares advisablethe Transactions by Xxxxxx, has Merger Sub I and Merger Sub II have been duly and validly authorized this Agreement by all necessary action, and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent Parent, Merger Sub I and Merger Sub II are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than, other than with respect to the applicable Transactions, the approval and adoption of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Required Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy Stockholder Approval at the Parent Stockholders Stockholders’ Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub). This Agreement has been duly and validly executed and delivered by Parent Xxxxxx, Merger Sub I and Merger Sub II and, assuming this Agreement due authorization and execution by each other Party, constitutes the a legal, valid and binding agreement obligation of the Companyeach of Parent, constitutes the valid and binding agreement of Parent and Merger SubSub I Merger Sub II, enforceable against Parent Parent, Merger Sub I and Merger Sub II, as applicable, in accordance with its terms, subjectsubject to the Remedies Exceptions. Each Ancillary Agreement to be executed by Xxxxxx, Merger Sub I and/or Merger Sub II at or prior to the Closing will be, when executed and delivered by Parent, Merger Sub I and/or Merger Sub II, duly and validly executed and delivered by Xxxxxx, Merger Sub I and Merger Sub II and, assuming due authorization and execution by each other Party thereto and the consummation of the Closing, will constitute a valid and binding obligation of each of Parent, Merger Sub I and Merger Sub II, enforceable against Parent, Merger Sub I and Merger Sub II, as applicable, in accordance with its terms, subject to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equityany applicable Remedies Exception.
Appears in 2 contracts
Samples: Business Combination Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Authority Relative to this Agreement. The board (a) Each of directors of Merger Sub Parent and Acquisition has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub Acquisition and by Parent as the sole stockholder shareholder of Acquisition. The Board of Directors of Parent (the "Parent Board") has directed that the issuance of Parent Common Stock pursuant to this Agreement be submitted to Parent's shareholders for approval at the meeting of Parent's shareholders to be held in connection with the Merger Sub(the "Parent Shareholders Meeting") and, except for the approval of the issuance of Parent Common Stock in the Merger by majority vote at a meeting of Parent's shareholders at which a quorum is present (the "Parent Shareholder Approval"), no other corporate proceedings on the part of Parent or Acquisition are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub andAcquisition and assuming the due authorization, assuming this Agreement execution and delivery hereof by the Company, constitutes the valid a valid, legal and binding agreement of the Company, constitutes the valid and binding agreement each of Parent and Merger Sub, Acquisition enforceable against each of Parent and Merger Sub Acquisition in accordance with its terms, subject, as subject to enforceability, to any applicable bankruptcy, insolvency, reorganization and other reorganization, moratorium or similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights and generally or to general principles of equity.
(b) Without limiting the generality of the foregoing, the Parent Board has unanimously (i) approved this Agreement, the Merger and the other transactions contemplated hereby, (ii) resolved to recommend that Parent's shareholders approve the issuance of Parent Common Stock in the Merger, and (iii) has not withdrawn or modified such approval or resolution to recommend.
Appears in 2 contracts
Samples: Merger Agreement (Kforce Inc), Merger Agreement (Hall Kinion & Associates Inc)
Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement each of the Company, constitutes the valid WSMP and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms. Each of WSMP and Sub has all requisite corporate power and authority to enter into this Agreement, subjectand Sub has all requisite corporate power and authority to carry out the Merger contemplated hereby. The Board of Directors of Sub has, subject to the terms and conditions set forth herein: (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the sole shareholder of Sub; (b) adopted and approved this Agreement and the transactions contemplated hereby, including the Merger, in all respects; and (c) recommended that WSMP, as the sole shareholder of Sub, approve this Agreement and the Merger. The Board of Directors of WSMP, at a meeting duly called and held, has, subject to enforceabilitythe terms and conditions set forth herein; (d) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, WSMP and its shareholders; (e) on behalf of WSMP as the sole shareholder of Sub, approved this Agreement and the transactions contemplated hereby, including the Merger and the issuance of the Merger Consideration therein, in all respects; and (f) recommended that the shareholders of WSMP approve the issuance of the Merger Consideration in the Merger, provided, however, that such recommendation may be withdrawn, modified or changed to bankruptcythe extent that the Board of Directors of WSMP, insolvencyupon making a WSMP Board Determination (as defined in Section 5.9(c) of this Agreement, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equitydetermines that it must do so.
Appears in 2 contracts
Samples: Merger Agreement (Sagebrush Inc), Merger Agreement (WSMP Inc)
Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject to the Requisite Stockholder Vote, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company and the consummation by Parent the Company of the transactions contemplated hereby have been duly and has recommended that the stockholders of Parent approve the Merger validly authorized by all necessary corporate action, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, other than with respect to the approval Merger, the adoption of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of (i) a majority in interest of the stock present or represented by proxy at outstanding Company Shares entitled to vote thereon and (ii) 66-2/3% of the outstanding Company Shares entitled to vote thereon excluding the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement Shares and the consummation Company Shares subject to the Purchase Agreement (the "REQUISITE STOCKHOLDER VOTE") and the filing and recordation of appropriate merger documents as required by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubDelaware Law). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of the Company, constitutes the valid and binding agreement of delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against Parent and Merger Sub the Company in accordance with its terms.
(i) The Special Committee has been duly authorized and constituted, subject(ii) the Special Committee, at a meeting thereof duly called and held on June 25, 2001, (A) determined that, as of the date of this Agreement, this Agreement and the Merger are fair to enforceabilitythe Company and its stockholders (excluding Parent), (B) determined that, as of the date of this Agreement, this Agreement and the Merger should be approved, and (C) resolved to bankruptcyrecommend that the Agreement and the Merger should be approved, insolvencyand (iii) the Board at a meeting thereof duly called and held on June 25, reorganization 2001, in reliance on the advice of the Special Committee, (A) determined that this Agreement and other laws the Merger are fair to and in the best interests of general applicability relating the Company, its stockholders (excluding Parent) and its stockholders generally, (B) approved and declared the advisability of this Agreement and the Merger, and (C) resolved to or affecting creditors' rights and to general principles recommend that the stockholders of equitythe Company adopt this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Seneca Investments LLC), Merger Agreement (Agency Com LTD)
Authority Relative to this Agreement. The board Each of directors of Ithax, Merger Sub has approved this Agreement and declared it and the Merger to be advisable, I and Merger Sub has the requisite corporate II have all necessary power and authority to execute and deliver this Agreement and subject to obtaining the approval of the shareholders of Ithax, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The board execution and delivery of directors of Parent has declared the this Agreement by Ithax, Merger Sub I and Merger Sub II, and the related issuance consummation by Ithax, Merger Sub I and Merger Sub II of Parent Shares advisablethe Transactions, has have been duly and validly authorized this Agreement by all necessary corporate action, and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent Ithax, Merger Sub I or Merger Sub II are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, Transactions (other than the approval of the issuance Domestication by the holders of a two-thirds majority of the Parent Shares pursuant to then-outstanding shares of Ithax Common Stock attending and voting at a quorate shareholder meeting and the filing of the necessary statutory documents with the Cayman Registrar of Companies in connection with the same), the approval and adoption of this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented then-outstanding shares of Ithax Common Stock, by proxy at the Parent Stockholders Meetingholders of a majority of the then-outstanding shares of Merger Sub I Units and by the holders of a majority of the then-outstanding shares of Merger Sub II Units, provided a quorum is present, is sufficient for Parent's stockholders the filing and recordation of appropriate merger documents as required by the DGCL and the DLLCA and with respect to approve the issuance of Ithax Common Stock and the amendment and restatement of the Ithax Certificate of Incorporation pursuant to this Agreement (and in each case after the completion of the Domestication), the approval of majority of the then-outstanding shares of Parent Ithax Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubStock. This Agreement has been duly and validly executed and delivered by Parent Ithax, Merger Sub I and Merger Sub II and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a legal, valid and binding agreement obligation of Parent and Ithax, Merger SubSub I or Merger Sub II, enforceable against Parent and Ithax, Merger Sub I or Merger Sub II in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.
Appears in 1 contract
Samples: Business Combination Agreement (ITHAX Acquisition Corp.)
Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisableHoldco, Bendon and Merger Sub has the requisite corporate all necessary entity power and authority to execute and deliver this Agreement and each Transaction Document to consummate the transactions contemplated hereby. The board of directors of Parent has declared the which Holdco, Bendon or Merger Sub is or is required to be a party pursuant to this Agreement, and the related issuance of Parent Shares advisable, has duly to perform its obligations hereunder and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement thereunder and to consummate the transactions contemplated herebyhereby and thereby (including the Merger). No other corporate proceedings on The execution and delivery of this Agreement, and the part execution and delivery of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval each of the issuance of the Parent Shares Transaction Documents to which it is or is required to be a party pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders MeetingAgreement, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent Holdco, Bendon and Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary action on the boards part of directors Bendon (including the approval by its board of Parent directors, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate proceedings on the part of Holdco, Bendon, Merger Sub or their respective shareholders are necessary to authorize this Agreement or the other Transaction Documents to which they are or are required to be a party or otherwise bound, or to consummate the transactions contemplated hereby or thereby pursuant to Applicable Law and by Parent as the sole stockholder terms and conditions of Merger Subthis Agreement. This Agreement has been duly and validly executed and delivered by Parent Holdco, Bendon and Merger Sub Sub, and, assuming upon the execution and delivery by it of the other Transaction Documents to which it is or is required to be a party, such other Transaction Documents will be duly and validly executed and delivered by it, and each of this Agreement constitutes and such other Transaction Documents, assuming the valid due authorization, execution and delivery thereof by the other parties hereto and thereto, constitutes, or upon such execution and delivery will constitute, the legal and binding agreement obligation of the Companyeach of Holdco, constitutes the valid and binding agreement of Parent Bendon and Merger Sub, enforceable against Parent Holdco, Bendon and Merger Sub in accordance with its terms, subject, except as to enforceability, to may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights generally and other laws of general applicability relating to or affecting creditors' rights and to by general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Naked Brand Group Inc.)
Authority Relative to this Agreement. The board Buyer and each of directors of Merger Sub the Sponsors has approved this Agreement and declared it and the Merger to be advisablefull corporate, and Merger Sub has the requisite corporate power or other power, and authority to execute and deliver this Agreement, the Related Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Related Agreements, and to consummate the transactions contemplated herebyhereby and thereby. The board execution, delivery and performance of directors of Parent has declared this Agreement, the Merger Related Agreements and the related issuance of Parent Shares advisableother agreements, has duly documents and validly authorized instruments to be executed and delivered in connection with this Agreement or the Related Agreements and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby thereby have been duly and validly authorized by all the boards necessary action on the part of directors Buyer and each of Parent the Sponsors and Merger Sub no other corporate, or other proceedings on the part of Buyer or any of the Sponsors are necessary to authorize this Agreement, the Related Agreements and by Parent as the sole stockholder of Merger Subother agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been been, and the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements as of the Closing Date will be, duly and validly executed and delivered by Parent Buyer or the Buyer Counterparties and Merger Sub andthe Sponsors, as applicable, and assuming that this Agreement, the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement constitutes or the Related Agreements constitute legal, valid and binding agreement agreements of Seller and the Seller Counterparties, as applicable, are (in the case of this Agreement) or will be as of the CompanyClosing Date (in the case of the Related Agreements and the other agreements, constitutes documents and instruments to be executed and delivered in connection with this Agreement or the valid and binding agreement of Parent and Merger SubRelated Agreements), enforceable against Parent Buyer, the Buyer Counterparties and Merger Sub each of the Sponsors in accordance with its their respective terms, subject, as to enforceability, to except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and moratorium or other similar laws of general applicability affecting or relating to or affecting enforcement of creditors' rights and to generally or general principles of equity.
Appears in 1 contract
Samples: Stock Purchase Agreement (Panhandle Eastern Pipe Line Co)
Authority Relative to this Agreement. The board (a) Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to obtaining the necessary approval of the Parent stockholders, to consummate the transactions contemplated herebyMerger. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver other transactions contemplated by this Agreement have been duly and to consummate the transactions contemplated hereby. No validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby, by this Agreement (other than the approval of the issuance of Share Issuance by the Parent Shares pursuant to this Agreement stockholders as described in Section 4.17 hereof and the filing and recordation of appropriate merger documents as required by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubCGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a legal, valid and binding agreement obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws the effect of general applicability relating to or affecting creditors' rights and to general principles of equity.
(b) Without limiting the generality of the foregoing, (i) the Board of Directors of Parent, at a meeting duly called and held, has unanimously (A) determined that the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) approved and adopted this Agreement and approved the Merger and the other transactions contemplated hereby in accordance with the provisions of the Delaware General Corporation Law (the "DGCL") and Parent's charter documents, and (C) directed that the Share Issuance be submitted to the Parent stockholders for their approval and (D) resolved to recommend that the Parent stockholders vote in favor of the approval of the Share Issuance, (ii) the Board of Directors of Merger Sub, in an action by written consent thereof, has unanimously (A) determined that the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Merger Sub and Parent, its sole stockholder, (B) approved this Agreement (including the principal terms hereof), the Merger and the other transactions contemplated hereby in accordance with the provisions of the CGCL and Parent's charter documents, and (C) directed that this Agreement and the Merger be submitted to Merger Sub's sole stockholder for its approval and (D) resolved to recommend that the sole stockholder vote in favor of the approval of this Agreement (including the principal terms hereof) and the Merger, and (iii) Parent, as sole stockholder of Merger Sub, has approved and adopted this Agreement (including the principal terms thereof) and approved the Merger.
Appears in 1 contract
Authority Relative to this Agreement. The board of directors of Merger Sub (a) Seller has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the all requisite corporate power and authority under its respective articles of incorporation and by-laws, each as amended to date, and applicable laws to execute and deliver this Agreement Agreement, the Related Agreements and each other agreement, instrument or document to be executed and delivered by it hereunder to which it is a party (collectively, the "Seller Documents") and to consummate the transactions contemplated herebyhereby and thereby and to perform its obligations hereunder and thereunder. The board execution, delivery and performance by each Seller of directors of Parent has declared the Merger and the related issuance of Parent Shares advisableSeller Documents, has duly and validly authorized this Agreement and the consummation by Parent it of the transactions contemplated hereby and has recommended that thereby, have been duly authorized by the stockholders Board of Parent approve the Merger Directors of each Seller and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent each Seller are necessary to authorize with respect thereto. Assuming that Buyer has duly authorized the execution and delivery of the Seller Documents, this Agreement or to consummate the transactions contemplated herebyconstitutes, other than the approval and each of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meetingother Seller Documents, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly when executed and delivered by Parent and Merger Sub andSeller, assuming this Agreement constitutes the will constitute, valid and binding agreement obligations of the Company, constitutes the valid and binding agreement of Parent and Merger SubSeller, enforceable against Parent and Merger Sub in accordance with its their respective terms, subject, except as to enforceability, to the same may be limited by (i) any applicable bankruptcy, insolvency, reorganization and other laws of general applicability relating to reorganization, moratorium or similar law affecting creditors' rights and to generally or (ii) general principles of equity, whether considered in a proceeding in equity or law. Other than with respect to Electric, Railway and ARCO, Crown does not own of record or beneficially, or have any right or obligation to acquire, directly or indirectly, (i) any shares of capital stock, or securities convertible into, or exercisable or exchangeable for, shares of capital stock, of any other corporation, any equity participating interests in any joint venture, partnership or other non-corporate business enterprise, relating in either case to the Purchased Assets or the Business.
(b) Neither Electric nor Railway owns of record or beneficially, or has any right or obligation to acquire, directly or indirectly, (i) any shares of capital stock, or securities convertible into, or exercisable or exchangeable for, shares of capital stock, of any other corporation, or (ii) any equity or participating interests in any joint venture, partnership or other non-corporate business enterprise, relating in either case to the Purchased Assets or the Business.
Appears in 1 contract
Authority Relative to this Agreement. The board (a) Each of directors of Merger Sub SurgiCare and Newco has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The board execution and delivery by each of directors SurgiCare and Newco of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent each of SurgiCare and Newco of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite Transactions have been duly authorized by all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings action on the part of Parent are necessary each of SurgiCare and Newco, subject to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of SurgiCare Class C Common Shares (and, if applicable, SurgiCare Class A Common Shares) in the Parent Shares pursuant to this Agreement by Acquisitions, the stockholders IPS Acquisition and the Debt Exchange, as well as the Recapitalization, the Equity Financing, the election of Parent in accordance with the rules and regulations each of the NNM. The affirmative vote individuals listed in Section 7.03(m) to the SurgiCare Board effective as of the Closing (the “Board Election”) and the Orion HealthCorp, Inc. 2004 Incentive Plan in the form set forth as Exhibit C hereto (the “New Equity Plan”) by the holders of (i) not less than a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent SurgiCare Capital Stock, voting together as a class, (ii) not less than a majority of the outstanding shares of SurgiCare Old Common Stock in connection with the MergerStock, and no other approval of any holder of any securities of Parent is required in connection with the consummation (iii) not less than a majority of the transactions contemplated herebyoutstanding shares of SurgiCare Series AA (the “SurgiCare Stockholder Approval”). This Agreement Each of SurgiCare and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been Newco has duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent this Agreement, and Merger Sub and, assuming this Agreement constitutes the its legal, valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Subobligation, enforceable against Parent and Merger Sub it in accordance with its terms.
(b) On or prior to the date of this Agreement, subjectthe SurgiCare Board duly adopted resolutions (the “SurgiCare Board Approval”) at a meeting duly called and held or by unanimous written consent and such resolutions have not been subsequently rescinded or modified in any way in accordance with the DGCL, as (i) approving, authorizing and adopting this Agreement, the Acquisitions (including to enforceabilitythe extent required by Section 203 of the DGCL in order that the consummation of the Transactions is not limited or restricted by such Law), the New Equity Plan and the other Transactions, (ii) determining that the Acquisitions are advisable and in the best interests of SurgiCare and the SurgiCare stockholders, (iii) determining that the Transactions are fair to bankruptcythe SurgiCare stockholders and (iv) recommending that the SurgiCare stockholders approve and adopt this Agreement and directing that this Agreement, insolvencythe Acquisitions, reorganization the New Equity Plan and the other laws Transactions be submitted for consideration by the SurgiCare stockholders at the SurgiCare Stockholders Meeting.
(c) Except for Section 203 of general applicability relating the DGCL, no “fair price”, “moratorium”, control share acquisition” or other similar anti-takeover statute or regulation is applicable, by reason of SurgiCare’s being a party to this Agreement, the Acquisitions or affecting creditors' rights and the other Transactions. Neither SurgiCare nor any of the SurgiCare Subsidiaries is a party to general principles of equityany “stockholder rights” plan or any similar anti-takeover plan or device.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Orion Healthcorp Inc)
Authority Relative to this Agreement. The board of directors of Merger Sub (a) Retirement has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement Agreement, the Employment Agreement, and the Cross Option Agreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby to be consummated by Retirement. The board execution and delivery of directors of Parent has declared this Agreement, the Merger Employment Agreement, and the related issuance of Parent Shares advisable, has duly and validly authorized this Cross Option Agreement by Retirement and the consummation by Parent of the transactions contemplated on its part hereby and has recommended that thereby have been duly authorized by all necessary corporate action and, other than the stockholders approval of Parent approve Retirement's shareholders as provided in Section 5.1, no other corporate proceedings on the Merger part of Retirement are necessary to authorize the execution and delivery of this Agreement, the Employment Agreement, and the related issuance Cross Option Agreement by Retirement or the consummation of shares the transactions contemplated on its part hereby and thereby. This Agreement, the Employment Agreement, and the Cross Option Agreement have been duly executed and delivered by Retirement and, assuming the due authorization, execution, and delivery hereof and thereof by ALC, constitute the legal, valid, and binding obligations of Parent Common Stock and Parent Retirement, enforceable against Retirement in accordance with their respective terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other laws affecting the enforcement of creditors' rights generally or by general equity principles (whether applied in a proceeding at law or in equity).
(b) Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated herebyhereby to be consummated by Merger Sub. No The execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated on its part hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval execution and delivery of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present Merger Sub or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated on its part hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement the due authorization, execution, and delivery hereof by ALC, constitutes the valid a legal, valid, and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as except to enforceability, to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, or other laws affecting the enforcement of general applicability relating to or affecting creditors' rights and to generally or by general equity principles of (whether applied in a proceeding at law or in equity).
Appears in 1 contract
Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub Each iExalt Party has the requisite corporate power and authority to execute enter into and deliver perform its obligations under this Agreement and to consummate the transactions contemplated herebyAgreement. The board execution and delivery of directors this Agreement, the consummation of Parent has declared the Merger, the issuance and delivery of the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the upon consummation by Parent of the transactions contemplated hereby Merger have been duly authorized by the respective Boards of Directors of the iExalt Parties, and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent either iExalt Party are necessary to authorize this Agreement or to consummate Agreement, the transactions contemplated hereby, other than the approval issuance and delivery of the issuance Merger Shares or the consummation of the Parent Shares pursuant Merger. This Agreement has been duly executed and delivered by each iExalt Party. Assuming the valid authorization, execution and delivery of this Agreement by each GCN Party, this Agreement is a valid and binding obligation of each iExalt Party, enforceable against each iExalt Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, motorium or other Laws relating to or affecting creditors' rights generally or by equitable principles. NO VIOLATIONS. The execution, delivery and performance of this Agreement by the stockholders of Parent in accordance with respective iExalt Parties, the rules issuance and regulations delivery by iExalt of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock Merger Shares in connection with the Merger, and no other approval the consummation of the Merger will not: CONSTITUTE A BREACH OR VIOLATION OF OR DEFAULT UNDER THE CHARTER DOCUMENTS OF EITHER iEXALT PARTY OR ANY OF THE iEXALT SUBSIDIARIES OR, ANY LAW APPLICABLE TO EITHER iEXALT PARTY; OR VIOLATE OR CONFLICT WITH OR RESULT IN A BREACH OF, OR CONSTITUTE A DEFAULT (OR AN EVENT WHICH, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT) UNDER OR RESULT IN THE TERMINATION OF, OR ACCELERATE THE PERFORMANCE BY, OR RESULT IN A RIGHT OF TERMINATION UNDER, OR RESULT IN THE CREATION OF ANY LIEN UPON THE ASSETS OR PROPERTIES OF iEXALT OR ANY OF ITS SUBSIDIARIES UNDER, ANY CONTRACT, INDENTURE, LOAN DOCUMENT, LICENSE, PERMIT, ORDER, DECREE OR INSTRUMENT TO WHICH iEXALT OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH ANY OF THEM OR THEIR ASSETS OR PROPERTIES ARE BOUND. CONSENTS AND APPROVAL. No consent, order, approval, waiver or authorization of, or registration, application, declaration or filing with, any holder of any securities of Parent Person is required with respect to either iExalt Party or any Subsidiary of iExalt in connection with the execution and delivery of this Agreement, the issuance of the Merger Shares or the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equityMerger.
Appears in 1 contract
Samples: Merger Agreement (Iexalt Inc)
Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement Buyer Parent, Buyer and declared it and the Merger to be advisable, and Merger Buyer Sub has the requisite corporate power and authority to execute enter into and deliver perform its obligations under this Agreement and each Ancillary Agreement to consummate which it will be a party. The execution and delivery of this Agreement and each Ancillary Agreement to which Buyer Parent, Buyer or Buyer Sub, as the case may be, will be party, and the consummation of the Acquisition and the other transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized in this Agreement and the consummation Ancillary Agreements have been duly authorized by Parent the Board of Directors of Buyer Parent, Buyer or Buyer Sub, as the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No case may be, and, no other corporate proceedings on the part of Parent Buyer Parent, Buyer or Buyer Sub are necessary to authorize this Agreement, any Ancillary Agreement to which Buyer Parent, Buyer or to consummate Buyer Sub, as the transactions contemplated herebycase may be, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of will be a majority in interest of the stock present party, or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the Acquisition or the other transactions contemplated hereby. This in this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubAncillary Agreements. This Agreement has been duly and validly executed and delivered by Parent Buyer Parent, Buyer and Merger Sub andBuyer Sub. Assuming the valid authorization, assuming execution and delivery of this Agreement constitutes (and each Ancillary Agreement to which FRS, any Seller Party or any Trust Beneficiary will be a party) by FRS, each Seller Party and each Trust Beneficiary in the case of this Agreement (and each of FRS, each Seller Party and each Trust Beneficiary, as applicable, in the case of the Ancillary Agreements), this Agreement is, and upon its execution and delivery by Buyer Parent, Buyer or Buyer Sub, as the case may be, each Ancillary Agreement to which Buyer Parent, Buyer or Buyer Sub, as the case may be, is a party will be, a valid and binding agreement obligation of the CompanyBuyer Parent, constitutes the valid and binding agreement of Parent and Merger Buyer or Buyer Sub, as the case may be, in each case enforceable against Parent and Merger Sub in accordance with its respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.
Appears in 1 contract
Samples: Stock Purchase Agreement (Capital Environmental Resource Inc)
Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Holdco and Merger Sub has the requisite corporate have all necessary power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. The board execution and delivery of directors this Agreement and such Ancillary Agreements to which they are a party by each of Parent has declared the Holdco and Merger Sub and the related issuance consummation by each of Parent Shares advisable, has Holdco and Merger Sub of the Transactions have been duly and validly authorized this Agreement by all necessary corporate action, and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent Holdco or Merger Sub are necessary to authorize this Agreement, each such Ancillary Agreement to which they are a party or to consummate the transactions contemplated hereby, Transactions (other than (a) the approval filing and recordation of appropriate Merger and Exchange documents as required by Cayman Islands Companies Act and the 1915 Law, as the case may be, (b) the Holdco Shareholder Approval, (c) the Holdco Board resolutions approving (i) the issuance on the Closing Date (and conditional on Closing) by a delegate of (A) the Parent Merger Consideration and (B) new Holdco Ordinary Shares and new Holdco Redeemable B Shares following the Merger; both pursuant to this Agreement the Holdco Delegate Resolutions, (ii) the redemption by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the MergerHoldco Board immediately after, and no other approval conditional upon, the Closing, by a delegate of any holder all the Holdco Redeemable A Shares held by the Company in Holdco, and (iii) the redemption by the Holdco Board immediately after, and conditional upon, the Closing, by a delegate of any securities of Parent is required in connection with all the Holdco Redeemable B Shares held by the IFC after the consummation of the transactions contemplated herebyExchange, and (d) the Holdco Delegate Resolutions). This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby each such Ancillary Agreement have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent Holdco and Merger Sub and, assuming this Agreement due authorization, execution and delivery by the Company and SPAC, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Holdco or Merger Sub, enforceable against Parent and Holdco or Merger Sub in accordance with its terms, subject, as terms subject to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equitythe Remedies Exceptions.
Appears in 1 contract
Samples: Business Combination Agreement (Union Acquisition Corp. II)
Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, C Co and Merger Sub Co has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or will become a party, to perform its respective obligations hereunder and thereunder and to consummate the Merger, the Share Issuance, the Articles Amendment and the other transactions contemplated herebyby this Agreement to be consummated by C Co and Merger Co (the “Other Transactions”). The board execution, delivery and performance by C Co and Merger Co of directors of Parent has declared the this Agreement and each Ancillary Agreement to which C Co or Merger Co is or will become a party and the related issuance consummation by C Co and Merger Co of Parent Shares advisablethe Merger, has the Share Issuance, the Articles Amendment and the Other Transactions have been duly and validly authorized this Agreement by all necessary corporate action, and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent C Co or Merger Co are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated herebyMerger, the Share Issuance, the Articles Amendment or such Other Transactions (other than the approval of the issuance of the Parent Shares pursuant to this Agreement C Co Proposal by the stockholders shareholders of Parent C Co in accordance with the rules Georgia Business Corporation Code (“GBCC”) (the “C Co Shareholder Approval”) and regulations the filing and recordation of the NNMCertificate of Merger as required by the provisions of the DGCL and the DLLCA). The Except for the C Co Shareholder Approval, the affirmative vote or consent of the holders of a majority in interest any class or series of capital stock or other securities of C Co, or any of them, is not necessary to approve any agreement or instrument contemplated hereby or by any of the stock present Other Transactions other than this Agreement or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of consummate any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions Other Transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subor thereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub C Co and, assuming this Agreement the due authorization, execution and delivery by F Co, constitutes the legal, valid and binding agreement obligations of the Company, constitutes the valid and binding agreement of Parent and Merger SubC Co, enforceable against Parent and Merger Sub it in accordance with its terms, subject, as subject to enforceability, to the effect of any applicable bankruptcy, insolvencyinsolvency (including all laws relating to fraudulent transfers), reorganization reorganization, moratorium or similar laws affecting creditors’ rights generally and other laws subject to the effect of general applicability principles of equity. Each other Ancillary Agreement to which C Co will be a party (the “C Co Closing Documents”), upon execution and delivery by C Co, will constitute a legal, valid and binding obligation of C Co, enforceable against it in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' ’ rights generally and subject to the effect of general principles of equity.
Appears in 1 contract
Samples: Merger Agreement (Certegy Inc)
Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and, subject to obtaining the Merger Sub Stockholder Consent and the Parent Stockholder Consent (both as hereinafter defined), to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which each of Parent and Merger Sub is a party and the performance of the transactions contemplated herein and therein by each of Parent and Merger Sub have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to obtaining the Merger Sub Stockholder Consent and the Parent Stockholder Consent, and the filing and recordation of the Certificate of Merger as required by the DGCL. Without limiting the generality of the foregoing, the duly constituted board of directors of Parent (the “Parent Board”), at a meeting duly called and held, by the unanimous vote of all directors: (i) determined that the Merger is fair to and in the best interests of Merger Sub, Parent and Parent’s stockholders; (ii) approved this Agreement in accordance with the provisions of the DGCL and the Merger Sub and Parent Charter Documents; (iii) approved the other transactions contemplated by this Agreement; (iv) directed that this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the Merger, be submitted to the stockholders of Parent for their approval; and (v) resolved to recommend that the stockholders of Parent vote in favor of the approval of this Agreement and the consummation of the transactions contemplated hereby. The board only approval of directors of Parent has declared the Merger Sub’s stockholders required to approve and the related issuance of Parent Shares advisable, has duly and validly authorized adopt this Agreement and the transactions contemplated hereby is the approval by the Parent as the sole stockholder of Merger Sub (“Merger Sub Stockholder Consent”). The only approval of Parent’s stockholders required to approve and adopt this Agreement and the transactions contemplated hereby (including the issuance of shares of Parent Common Stock and Warrants hereunder) is the approval by the holders of Parent Common Stock representing a majority of the outstanding shares of Parent Common Stock in accordance with the provisions of the DGCL, the rules and regulations of Nasdaq and Parent’s Charter Documents (the “Parent Stockholder Consent”), and no other corporate proceedings on the part of Parent or its stockholders are necessary to authorize the execution and delivery by Parent of this Agreement, the other Transaction Documents to which Parent is party or the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated herebythereby, other than the approval filing of the issuance Certificate of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub andand assuming (w) the Parent Stockholder Consent is obtained, assuming (x) the Merger Sub Stockholder Consent is obtained, (y) the execution and delivery by Parent and Merger Sub of the other Transaction Documents to which each is a party, and (z) this Agreement constitutes and the other Transaction Documents to which it is a party constitute valid and legally binding obligations of the Company and the other parties thereto (other than Parent and Merger Sub), this Agreement and the other Transaction Documents to which each of Parent and Merger Sub is a party constitute the valid and legally binding agreement of the Company, constitutes the valid and binding agreement obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its their respective terms, subject, as except to enforceability, to the extent the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium, fraudulent conveyance or other similar laws of general applicability relating to or affecting creditors' ’ rights generally, and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
Appears in 1 contract
Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement Buyer and declared it and the Merger to be advisable, and Merger Sub has Xxxxx Subsidiary each ------------------------------------ have the requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated herebycarry out its obligations hereunder. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by Buyer and Xxxxx Subsidiary and the consummation by Parent of the transactions contemplated hereby Buyer and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub Xxxxx Subsidiary of the transactions contemplated hereby have been duly and validly authorized by Buyer and Xxxxx Subsidiary, and, no other proceedings on the boards part of directors Buyer or Xxxxx Subsidiary are necessary to authorize the execution, delivery and performance of Parent this Agreement and Merger Sub and by Parent as the sole stockholder of Merger Subtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Buyer and Merger Sub and, assuming this Agreement Xxxxx Subsidiary and constitutes the valid and binding agreement obligation of the Company, constitutes the valid Buyer and binding agreement of Parent and Merger SubXxxxx Subsidiary, enforceable against Parent Buyer and Merger Sub Xxxxx Subsidiary in accordance with its terms, subject, except as to enforceability, to such enforcement may be limited by bankruptcy, insolvency, reorganization and insolvency or other similar laws affecting the enforcement of general applicability relating to or affecting creditors' rights and to generally or by general principles of equity. Assuming compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (the "Xxxx-Xxxxx-Xxxxxx Act"), neither the execution --------------------- or delivery of this Agreement by Buyer and Xxxxx Subsidiary, the performance by Buyer and Xxxxx Subsidiary of their respective obligations hereunder, nor the consummation of the transactions contemplated hereby will require any consent, approval or notice under, or violate, breach, be in conflict with, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or permit the termination of, or result in the creation or imposition of any lien upon any properties, assets or business of Buyer or Xxxxx Subsidiary under any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which Buyer or Xxxxx Subsidiary is a party or by which Buyer or Xxxxx Subsidiary or any of their respective assets or properties is bound or encumbered. No authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Buyer or Xxxxx Subsidiary for the consummation by Buyer or Xxxxx Subsidiary of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, have a material adverse effect on the financial condition, results of operations or business of Buyer or Xxxxx Subsidiary or prevent Buyer or Xxxxx Subsidiary from performing under this Agreement. No other approval will be necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Authority Relative to this Agreement. The board of directors of Merger Sub (a) OSI has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that by the stockholders Stockholders' Agreement have been duly and validly authorized and approved by the Board of Parent approve Directors of OSI (the Merger "OSI Board") and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent OSI are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, other than with respect to the Merger, the approval and adoption of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of then outstanding shares of Parent OSI Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubStock). This Agreement has been duly and validly executed and delivered by Parent OSI and Merger Sub andconstitutes a valid, assuming this Agreement constitutes the valid legal and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger SubOSI, enforceable against Parent and Merger Sub OSI in accordance with its terms.
(b) The OSI Board has, subjectby unanimous vote of those present (who constituted 100% of the directors then in office), as duly and validly approved, and taken all corporate actions required to enforceabilitybe taken by the OSI Board for, the consummation of the transactions, including the Merger, contemplated hereby and has resolved (i) to bankruptcydeem this Agreement and the transactions contemplated hereby, insolvencyincluding the Merger, reorganization taken together, advisable and fair to, and in the best interests of, OSI and its stockholders, (ii) to recommend that the stockholders of OSI approve and adopt this Agreement and (iii) to approve the Stockholders Agreement.
(c) The OSI Board has directed that this Agreement be submitted to the stockholders of OSI for their approval at a meeting to be held for that purpose. The affirmative vote of the holders of a majority of the voting stock of OSI (which is comprised solely of OSI Common Stock) is the only vote of the holders of any class or series of capital stock of OSI necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger (the "OSI Requisite Vote"). No other laws vote of general applicability relating the stockholders of OSI is required by Law, the certificate of incorporation or bylaws of OSI or otherwise in order for OSI to approve and adopt this Agreement or affecting creditors' rights and to general principles of equityconsummate the transactions contemplated hereby.
Appears in 1 contract
Authority Relative to this Agreement. The board of directors of Merger Sub Xxxxxx Xxxxxxx has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyherein to be consummated by Xxxxxx Xxxxxxx. The board Each of (i) the execution and delivery of this Agreement by Xxxxxx Xxxxxxx and the consummation by Xxxxxx Xxxxxxx of such transactions, (ii) the increase in the number of directors of Parent Xxxxxx Xxxxxxx to eleven (11) (the "Board Size Increase") and (iii) the amendments to the Xxxxxx Xxxxxxx Stock Option Plan pursuant to Section 6.07 (the "Stock Option Plan Amendment") has declared the Merger and the related issuance of Parent Shares advisable, has been duly and validly authorized this Agreement by all necessary corporate action and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent Xxxxxx Xxxxxxx are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby other than, other than with respect to the approval of (i) the issuance of the Parent Shares pursuant to this Agreement Merger by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent Xxxxxx Xxxxxxx Common Stock in connection with and (ii) the MergerBoard Size Increase and the Stock Option Plan Amendment by the affirmative vote of a majority of votes cast by the holders of outstanding shares of Xxxxxx Xxxxxxx Common Stock at a meeting of Xxxxxx Xxxxxxx Stockholders duly held for such purposes (together, the "Xxxxxx Xxxxxxx Stockholder Approval"). The Board of Directors of Xxxxxx Xxxxxxx, at a meeting duly called and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This held, has (i) determined that this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly (including the Merger) are fair to and validly authorized in the best interests of Xxxxxx Xxxxxxx'x Stockholders, (ii) approved, adopted and declared the advisability of this Agreement and the transactions contemplated hereby (including the Merger, the Board Size Increase and the Stock Option Plan Amendment), (iii) resolved to recommend approval and adoption of the Merger, the Board Size Increase and the Stock Option Plan Amendment by its stockholders and (iv) directed that the boards Merger Agreement, Board Size Increase and the Stock Option Plan Amendment be submitted to Xxxxxx Xxxxxxx'x stockholders for approval at a meeting of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subsuch stockholders. This Agreement has been duly authorized and validly executed and delivered by Parent Xxxxxx Xxxxxxx and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger SubXxxxxx Xxxxxxx, enforceable against Parent and Merger Sub Xxxxxx Xxxxxxx in accordance with its terms. Xxxxxx Xxxxxxx has taken all action necessary to render the Xxxxxx Xxxxxxx Preferred Stock Rights issued pursuant to the terms of the Xxxxxx Xxxxxxx Rights Agreement inapplicable to, subjector not exercisable as a result of, as to enforceabilitythe Merger, to bankruptcythe execution and delivery of this Agreement or the transactions contemplated by this Agreement, insolvency, reorganization and other laws provided that no stockholder of general applicability relating to Halter Marine would beneficially own 15% or affecting creditors' rights and to general principles more of equitythe outstanding shares of Xxxxxx Xxxxxxx Common Stock at the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Friede Goldman International Inc)
Authority Relative to this Agreement. The board of directors of Merger Sub Buyer has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite full corporate power and authority to execute and deliver this Agreement and and, except as provided in the next paragraph of this Section 5.2, to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and and, except as provided in the next paragraph of this Section 5.2, the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action required on the boards part of directors Buyer and no other corporate proceedings on the part of Parent and Merger Sub and by Parent Buyer are necessary to authorize this Agreement or, except as provided in the sole stockholder next paragraph of Merger Subthis Section 5.2, to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Buyer, and Merger Sub and, assuming that this Agreement constitutes the a valid and binding agreement of the CompanySeller, constitutes the will constitute a valid and binding agreement of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub Buyer in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws of general applicability now or hereinafter in effect relating to creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or affecting creditors' rights at law).
(a) Buyer will have full corporate power and authority to execute and deliver the Ancillary Agreements to which it is a party and to consummate the transactions contemplated thereunder;
(b) the execution and delivery of the Ancillary Agreements to which Buyer will be a party and the consummation of the transactions contemplated thereby will have been duly and validly authorized by all necessary action required on the part of Buyer and no other proceedings on the part of Buyer will be necessary to authorize the Ancillary Agreements to which Buyer is a party or to consummate the transactions contemplated thereunder; and
(c) at the Closing, the Ancillary Agreements to which Buyer is a party will be duly and validly executed and delivered by Buyer and, assuming that this Agreement and the Ancillary Agreements to which Buyer is a party constitute valid and binding agreements of Seller, the Ancillary Agreements to which Buyer is a party will constitute the legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect relating to creditors’ rights generally, and general equitable principles of equity(whether considered in a proceeding in equity or at law).
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement
Authority Relative to this Agreement. The board Subject only to the requisite ------------------------------------ approval of directors of Merger Sub has approved the Merger, this Agreement and declared it the other agreements attached as Exhibits A.1 to A.4 hereto (the "Ancillary Agreements") by the holders of Target -------------------- Units, each of Target, Other Assets Company, Source Media, Insight Communications and Insight Interactive (individually, a "Related Party;" collectively, the Merger to be advisable, and Merger Sub "Related Parties")
(i) has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The board execution and delivery by each Related Party of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the Ancillary Agreements to which it is a party and the consummation by Parent each Related Party of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger thereby, and the related issuance performance by each Related Party of shares of Parent Common Stock its obligations hereunder and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated herebythereunder, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary action by each Related Party; and no other action on the boards part of directors such governing bodies is required to authorize the execution, delivery and performance by each Related Party of Parent this Agreement and Merger Sub the Ancillary Agreements to which it is a party and the consummation by Parent as each Related Party of the sole stockholder transactions contemplated hereby and thereby. The consummation by Source Media of Merger Subthe transactions contemplated hereby shall at Closing have received all requisite approvals of the Source Media Bondholders. This Agreement has and the Ancillary Agreements to which such Related Party is a party have been duly and validly executed and delivered by Parent and Merger Sub such Related Party and, assuming this Agreement the due authorization and valid execution and delivery hereof by Parent and each other party to such agreement, each constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, such Related Party enforceable against Parent and Merger Sub such Related Party in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' rights generally and to by general principles of equity.
Appears in 1 contract
Samples: Merger Agreement (Source Media Inc)
Authority Relative to this Agreement. The board of directors of Merger Sub (a) Rxxxxxxx has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each other agreement or instrument contemplated hereby (collectively, the "Transaction Documents”), to perform its obligations under this Agreement and each of the other Transaction Documents and to consummate the transactions contemplated herebyhereby or thereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and each of the other Transaction Documents and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby thereby have been duly and validly authorized by the boards Board of directors Directors of Parent Rxxxxxxx (the “Rxxxxxxx Board”) and Merger Sub the holders of a majority of the outstanding Shares of Rxxxxxxx’ Common Stock, and by Parent as no other corporate or other proceedings on the sole stockholder part of Merger SubRxxxxxxx or its Stockholders are necessary to authorize this Agreement or the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been been, and each of the other Transaction Documents will be, duly and validly executed and delivered by Parent Rxxxxxxx and constitutes or will constitute, assuming the due authorization, execution and delivery hereof by Lxxxx and Merger Sub andSub, assuming this Agreement constitutes the valid a valid, legal and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger SubRxxxxxxx, enforceable against Parent and Merger Sub Rxxxxxxx in accordance with its terms, subject, as subject to enforceability, to any applicable bankruptcy, insolvency, reorganization and other laws of general applicability insolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or affecting similar Laws now or hereafter in effect relating to creditors' ’ rights and generally or to general principles of equityequity (regardless of whether enforcement is considered in a proceeding in equity or at law).
(b) This Agreement has been, and each other Transaction Document will be, duly and validly executed and delivered by each Stockholder and constitutes, or will constitute, a valid, legal and binding agreement of each Stockholder, enforceable against each Stockholder in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Appears in 1 contract
Authority Relative to this Agreement. The board (a) Each of directors of Merger Sub Parent and Acquisition has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub Acquisition and by Parent as the sole stockholder of Acquisition. The Board of Directors of Parent (the “Parent Board”) has directed that the issuance of Parent Common Stock pursuant to this Agreement be submitted to Parent’s stockholders for approval at the meeting of Parent’s stockholders to be held in connection with the Merger Sub(the “Parent Stockholders Meeting”) and, except for the approval of the issuance of Parent Common Stock in the Merger by majority vote at a meeting of Parent’s stockholders at which a quorum is present (the “Parent Stockholder Approval”), no other corporate proceedings on the part of Parent or Acquisition are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub andAcquisition and assuming the due authorization, assuming this Agreement execution and delivery hereof by the Company, constitutes the valid a valid, legal and binding agreement of the Company, constitutes the valid and binding agreement each of Parent and Merger Sub, Acquisition enforceable against each of Parent and Merger Sub Acquisition in accordance with its terms, subject, as subject to enforceability, to any applicable bankruptcy, insolvency, reorganization and other reorganization, moratorium or similar laws of general applicability now or hereafter in effect relating to creditors’ rights generally or affecting creditors' rights and to general principles of equity.
(b) Without limiting the generality of the foregoing, the Parent Board has unanimously (i) approved this Agreement, the Merger and the other transactions contemplated hereby, (ii) resolved to recommend that Parent’s stockholders approve the issuance of Parent Common Stock in the Merger, and (iii) has not withdrawn or modified such approval or resolution to recommend.
Appears in 1 contract
Samples: Merger Agreement (Edwards J D & Co)
Authority Relative to this Agreement. (a) The board execution and delivery of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisableAgreement, and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement , (i) have been determined to be fair, from a financial point of view, to NW Corp. and recommended for approval by the consummation by Parent and Merger Sub Special Committee of the transactions contemplated hereby Board of Directors of NW Corp., (ii) have been duly and validly authorized by the boards Board of directors Directors of Parent and Merger Sub NW Corp., and by Parent as all necessary corporate action on the sole stockholder part of Merger Sub. NW Corp. and (iii) have been, or prior to the Closing will be, duly and validly authorized by all necessary corporate action on the part of each of NW Corp.’s applicable Subsidiaries.
(b) This Agreement has been duly and validly executed and delivered by Parent and Merger Sub NW Corp. and, assuming this Agreement constitutes the a legal, valid and binding agreement of the CompanyNFS, constitutes the valid a legal, valid, and binding agreement of Parent and Merger SubNW Corp., enforceable against Parent and Merger Sub NW Corp. in accordance with its respective terms, subject, as to enforceability, subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium, and other laws similar Laws of general applicability relating to or affecting creditors' ’ rights and to general principles equity principles. Each of equitythe Seller Ancillary Agreements to which NW Corp. is a party has been duly authorized by NW Corp. and, upon execution and delivery by NW Corp. and, assuming each such Seller Ancillary Agreement constitutes a legal, valid and binding agreement of the other parties thereto, will constitute a legal, valid, and binding agreement of NW Corp., enforceable against NW Corp. in accordance with its respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(c) Each of the Seller Ancillary Agreements to which Gartmore SA or either Seller will be a party has been duly authorized by Gartmore SA or such Seller and, upon execution and delivery by Gartmore SA or such Seller and, assuming each such Seller Ancillary Agreement constitutes a legal, valid and binding agreement of the other parties thereto, will constitute a legal, valid, and binding agreement of Gartmore SA or such Seller, as applicable, enforceable against Gartmore SA or such Seller in accordance with its respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Appears in 1 contract
Samples: Purchase Agreement (Nationwide Financial Services Inc/)
Authority Relative to this Agreement. The board (a) Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, SurgiCare and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The board execution and delivery by each of directors SurgiCare and Merger Sub of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent each of SurgiCare and Merger Sub of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite Transactions have been duly authorized by all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings action on the part of Parent are necessary each of SurgiCare and Merger Sub, subject to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of SurgiCare Class A Common Shares in the Parent Shares pursuant to this Agreement by Merger and the stockholders Debt Exchange, as well as the DCPS/MBS Acquisition, the Recapitalization, the Equity Financing, the election of Parent in accordance with the rules and regulations each of the NNM. The affirmative vote individuals listed in Section 7.03(o) to the SurgiCare Board effective as of the Effective Time (the “Board Election”) and the Orion HealthCorp, Inc. 2003 Incentive Plan in the form set forth as Exhibit D hereto (the “New Equity Plan”) by the holders of (i) not less than a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent Common Stock in connection with the MergerSurgiCare Capital Stock, and no other approval of any holder of any securities of Parent is required in connection with the consummation voting together as a class, (ii) not less than a majority of the transactions contemplated herebyoutstanding shares of SurgiCare Old Common Stock, (iii) not less than a majority of the outstanding shares of SurgiCare Series A and (iv) not less than a majority of the outstanding shares of SurgiCare Series AA (the “SurgiCare Stockholder Approval”). This Agreement and the consummation by Parent Each of SurgiCare and Merger Sub of the transactions contemplated hereby have been has duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent this Agreement, and Merger Sub and, assuming this Agreement constitutes the its legal, valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Subobligation, enforceable against Parent and Merger Sub it in accordance with its terms.
(b) On or prior to the date of this Agreement, subjectthe SurgiCare Board duly adopted resolutions (the “SurgiCare Board Approval”) at a meeting duly called and held or by unanimous written consent and such resolutions have not been subsequently rescinded or modified in any way in accordance with the DGCL, as (i) approving, authorizing and adopting this Agreement, the Merger (including to enforceabilitythe extent required by Section 203 of the DGCL in order that the consummation of the Transactions is not limited or restricted by such Law), the New Equity Plan and the other Transactions, (ii) determining that the Merger is advisable and in the best interests of SurgiCare and the SurgiCare stockholders, (iii) determining that the Transactions are fair to bankruptcythe SurgiCare stockholders and (iv) recommending that the SurgiCare stockholders approve and adopt this Agreement and directing that this Agreement, insolvencythe Merger, reorganization the New Equity Plan and the other laws Transactions be submitted for consideration by the SurgiCare stockholders at the SurgiCare Stockholders Meeting.
(c) Except for Section 203 of general applicability relating the DGCL, no “fair price”, “moratorium”, control share acquisition” or other similar anti-takeover statute or regulation is applicable, by reason of SurgiCare’s being a party to this Agreement, the Merger or affecting creditors' rights and the other Transactions. Neither SurgiCare nor any of the SurgiCare Subsidiaries is a party to general principles of equityany “stockholder rights” plan or any similar anti-takeover plan or device.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Orion Healthcorp Inc)
Authority Relative to this Agreement. The board execution, delivery and performance of directors of Merger Sub has approved this Agreement and declared it all other agreements and instruments executed in connection herewith or delivered pursuant hereto (including the Merger to be advisable, Parent Written Consent) by the Parents and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This by this Agreement and the consummation by Parent all other agreements and Merger Sub of the transactions contemplated hereby instruments executed in connection herewith or delivered pursuant hereto have been duly and validly authorized by all requisite corporate or limited liability company action, as applicable, on the boards part of directors each of Parent the Parents and Merger Sub and no other corporate or similar actions or proceedings on the part of either Parent is necessary to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by Parent as each of the sole stockholder of Parents and Merger SubSub or for the Parents or Merger Sub to consummate the transactions so contemplated. This Agreement has been and all other agreements and instruments executed in connection herewith or delivered pursuant hereto (including the Parent Written Consent) have been, or will be, duly and validly executed and delivered by Parent each of the Parents and Merger Sub and, assuming with respect to this Agreement constitutes the and any other such agreement, assuming it has been duly authorized, executed and delivered by any other party (other than Parents, Merger Sub and any of their affiliates other than Genco Holdings and its controlled affiliates), constitutes, or will constitute when executed, a valid and binding agreement of the Company, constitutes the valid and binding agreement of such Parent and Merger Sub, enforceable against such Parent and Merger Sub in accordance with its terms, subject, as except that (a) enforcement may be subject to enforceability, to any bankruptcy, insolvency, reorganization and reorganization, moratorium, fraudulent transfer or other laws of general applicability laws, now or hereafter in effect, relating to or affecting limiting creditors' rights generally, and (b) enforcement of this Agreement, including, among other things, the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to general principles the discretion of equitythe court before which any proceeding therefor may be brought. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not engaged in any business or conducted any operations other than in connection with the transaction contemplated hereby.
Appears in 1 contract
Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite full corporate power and corporate authority to execute execute, deliver, and deliver perform this Agreement and to consummate the transactions contemplated hereby. The board execution, delivery, and performance by the Company of directors of Parent has declared the Merger and the related issuance of Parent Shares advisablethis Agreement, has duly and validly authorized this Agreement and the consummation by Parent it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Company. This Agreement has been duly executed and delivered by the Company and constitutes, and each other agreement, instrument, or document executed or to be executed by the Company in connection with the transactions contemplated hereby has been, or when executed will be, duly executed and delivered by the Company and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.
(b) Each Seller has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power full legal right, power, and authority to execute execute, deliver, and deliver perform this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent each Seller and Merger Sub andconstitutes, assuming this Agreement constitutes and each other agreement, instrument, or document executed or to be executed by a Seller in connection with the transactions contemplated hereby has been, or when executed will be, duly executed and delivered by such Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Subsuch Seller, enforceable against Parent and Merger Sub such Seller in accordance with its terms, subject, as to enforceability, to except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors' rights generally and to general (ii) equitable principles which may limit the availability of equitycertain equitable remedies (such as specific performance) in certain instances.
Appears in 1 contract
Authority Relative to this Agreement. The board Subject only to the requisite approval of directors of Merger Sub has approved the Merger, this Agreement and declared it the other agreements attached as Exhibits A.1 to A.4 hereto (the "ANCILLARY AGREEMENTS") by the holders of Target Units, each of Target, Other Assets Company, Source Media, Insight Communications and Insight Interactive (individually, a "Related Party;" collectively, the Merger to be advisable, and Merger Sub "Related Parties")
(i) has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The board execution and delivery by each Related Party of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the Ancillary Agreements to which it is a party and the consummation by Parent each Related Party of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger thereby, and the related issuance performance by each Related Party of shares of Parent Common Stock its obligations hereunder and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated herebythereunder, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary action by each Related Party; and no other action on the boards part of directors such governing bodies is required to authorize the execution, delivery and performance by each Related Party of Parent this Agreement and Merger Sub the Ancillary Agreements to which it is a party and the consummation by Parent as each Related Party of the sole stockholder transactions contemplated hereby and thereby. The consummation by Source Media of Merger Subthe transactions contemplated hereby shall at Closing have received all requisite approvals of the Source Media Bondholders. This Agreement has and the Ancillary Agreements to which such Related Party is a party have been duly and validly executed and delivered by Parent and Merger Sub such Related Party and, assuming this Agreement the due authorization and valid execution and delivery hereof by Parent and each other party to such agreement, each constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, such Related Party enforceable against Parent and Merger Sub such Related Party in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' rights generally and to by general principles of equity.
Appears in 1 contract
Authority Relative to this Agreement. The board of directors of Merger Sub (a) IPS has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement and to Agreement, consummate the transactions contemplated herebyMerger and file the IPS Charter Amendment. The board execution and delivery by IPS of directors this Agreement, the consummation by IPS of Parent has declared the Merger and the related issuance filing of Parent Shares advisablethe IPS Charter Amendment have been duly authorized by all necessary corporate action on the part of IPS, has duly and validly authorized subject to the approval of this Agreement and the consummation IPS Charter Amendment by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of (i) not less than a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent Common Stock in connection with the MergerIPS Capital Stock, and no other approval of any holder of any securities of Parent is required in connection with the consummation voting together as a class, (ii) not less than a majority of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub outstanding shares of IPS Common Stock, (iii) not less than a majority of the transactions contemplated hereby have been outstanding shares of IPS Series A, (iv) not less than a majority of the outstanding shares of IPS Series A-1, (v) not less than a majority of the outstanding shares of IPS Series A-2 and (vi) not less than a majority of the outstanding shares of IPS Series B (the "IPS Stockholder Approval"). IPS has duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent this Agreement, and Merger Sub and, assuming this Agreement constitutes the its legal, valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Subobligation, enforceable against Parent and Merger Sub it in accordance with its terms.
(b) On or prior to the date of this Agreement, subjectthe IPS Board duly adopted resolutions (the "IPS Board Approval") at a meeting duly called and held or by unanimous written consent and such resolutions have not been subsequently rescinded or modified in any way in accordance with the DGCL, as (i) approving this Agreement, the Merger and the IPS Charter Amendment, (ii) determining that the Merger is advisable and in the best interests of IPS and the IPS stockholders, (iii) determining that this Agreement and the IPS Charter Amendment are fair to enforceabilitythe IPS stockholders, and (iv) recommending that the IPS stockholders approve and adopt this Agreement and directing that this Agreement, the Merger and the IPS Charter Amendment be submitted for consideration by the IPS stockholders at the IPS Stockholders Meeting or by written consent.
(c) No "fair price", "moratorium", control share acquisition" or other similar anti-takeover statute or regulation is applicable to bankruptcyIPS, insolvency, reorganization and other laws by reason of general applicability relating IPS' being a party to the Merger or affecting creditors' rights and this Agreement. Neither IPS nor any of the IPS Subsidiaries is a party to general principles of equityany "stockholder rights" plan or any similar anti-takeover plan or device.
Appears in 1 contract
Samples: Merger Agreement (Surgicare Inc/De)
Authority Relative to this Agreement. The board of directors of Merger Sub (a) REIT I has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by REIT I and the consummation by Parent REIT I of the transactions contemplated hereby have been duly and has recommended that validly authorized by all necessary corporate action on the stockholders part of Parent approve the Merger REIT I, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent REIT I are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, other than the approval of the issuance of the Parent Shares pursuant with respect to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement REIT I Stockholder Approval and the consummation by Parent filing and Merger Sub recordation of the transactions contemplated hereby have been duly and validly authorized appropriate merger documents as required by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubMGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub REIT I and, assuming this Agreement the due authorization, execution and delivery by SSTI and Purchaser, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger SubREIT I, enforceable against Parent and Merger Sub REIT I in accordance with its terms, subject, as subject to enforceability, to the effect of any applicable bankruptcy, insolvency, reorganization and other laws of general applicability insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors' ’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity).
(b) REIT I’s board of directors, at a meeting duly called and held or by the valid and duly authorized taking of action by written consent in lieu of such meeting, (i) determined that the transactions contemplated hereby, including the Merger, are advisable and in the best interests of REIT I and its stockholders, and approved this Agreement and the transactions contemplated hereby, including the Merger, (ii) directed that this Agreement, the Merger and the other transactions contemplated hereby be submitted to the stockholders of REIT I for their approval and resolved to recommend that the stockholders of REIT I vote in favor of the Merger and such other transactions and (iii) if and to the extent necessary, adopted a resolution having the effect of causing, or have taken all other reasonable steps to cause, the parties hereto not to be subject to the Maryland Business Combination Act and Control Share Acquisition Act.
Appears in 1 contract
Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the all requisite corporate power and authority to to: (a) execute and deliver this Agreement and the other Transaction Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder; and (b) carry out the Company’s obligations hereunder and thereunder and, subject to receiving the Company Party Shareholder Approvals, to consummate the transactions contemplated herebyTransactions to which it is (or will be) a party. The board execution and delivery by the Company of directors of Parent has declared the Merger this Agreement and the related issuance other Transaction Agreements to which it is (or will be) a party, and the consummation by the Company of Parent Shares advisablethe Transactions to which it is a party have been (or, has in the case of any Transaction Agreement entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized this Agreement by all requisite action on the part of the Company, and, except for the Company Party Shareholder Approval and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No approvals described in Section 4.7(b), no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant Transactions to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of which it is a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyparty. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby other Transaction Agreements to which it is (or will be) a party have been duly and validly authorized by (or, in the boards case of directors any Transaction Agreement entered into after the date of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been this Agreement, will be upon execution thereof) duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid due authorization, execution and delivery thereof by the other parties thereto, constitute or will constitute, upon execution thereof, as applicable, the legal and binding agreement obligations of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its their terms, subject, except insofar as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies. To the Knowledge of the Company, no “moratorium,” “fair price,” “business combination,” “control share acquisition” or similar provision of any state anti-takeover law (collectively, “Takeover Laws”) or any similar anti-takeover provision in the Governing Documents of SPAC is applicable to this Agreement, the Transactions or any of the other laws of general applicability relating to or affecting creditors' rights and to general principles of equitytransactions contemplated hereby.
Appears in 1 contract
Samples: Business Combination Agreement (Mercato Partners Acquisition Corp)
Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite full corporate power and authority to execute and deliver this Agreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto or which or otherwise delivered by any party in connection herewith (the "ANCILLARY AGREEMENTS") to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The board execution and delivery by the Company of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the Ancillary Agreements to which the Company is or will become a party and the consummation by Parent the Company of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger thereby, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement performance by the stockholders Company of Parent in accordance with the rules its obligations hereunder and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meetingthereunder, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards Board of directors Directors of Parent the Company, who have recommended that the Company's shareholders approve the Merger, this Agreement and the transactions contemplated hereby, and no further corporate action on the part of the Company other than the effectiveness of the consent set forth in SECTION 1.15 is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Company is or will become a party and the consummation by the Company of the transactions contemplated hereby and thereby, which consent shall automatically become effective on the 5th day following the date of delivery of the Merger Sub and by Parent as the sole stockholder of Merger SubNotice in accordance with Section 1.15. This Agreement has and the Ancillary Agreements to which the Company is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement the effectiveness of the consent set forth in SECTION 1.15 and the due authorization, execution and delivery hereof (and, in the case of the Ancillary Agreements to which Purchaser is a party, thereof) by Purchaser and each other party thereto, each constitutes the or will constitute, as applicable, a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, Company enforceable against Parent and Merger Sub the Company in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' rights generally and to by general principles of equity. By executing this Agreement, each Shareholder consents to the resolution approving the Merger attached hereto as EXHIBIT B, which consents constitute the only vote of the holders of Company Common Stock necessary to approve this Agreement and the transactions contemplated hereby, including the Merger.
Appears in 1 contract
Samples: Merger Agreement (Intersections Inc)
Authority Relative to this Agreement. The board of directors of Merger Sub (a) Allied has approved this Agreement full ------------------------------------ corporate authority and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate power and authority legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly approved and validly authorized by the boards Board of directors Directors of Parent Allied. Except for the approval of this Agreement by the shareholders of Allied, no other corporate proceedings on the part of Allied are necessary to authorize this Agreement and Merger Sub the transactions contemplated hereby. The affirmative vote of at least the majority of the votes entitled to be cast by shareholders of Allied present or represented by a properly executed proxy at the meeting called pursuant to Section 3.2 hereof, if required under applicable law, is the only vote of shareholders of Allied necessary to approve this Agreement and by Parent as the sole stockholder of Merger Sub. transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by Parent Allied and Merger Sub and, (assuming this Agreement is a legal, valid and binding obligation of Nationwide) constitutes the a legal, valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, Allied enforceable against Parent and Merger Sub Allied in accordance with its terms, subject, as to enforceability, subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles equity principles.
(c) Based upon the recommendation of equitya committee comprised of members of the Board of Directors of Allied who are not directors or otherwise affiliated with any of Allied's subsidiaries or affiliates (the "Special Committee") appointed by the Board of Directors of Allied in connection with the Offer and the Merger, the Board of Directors of Allied (i) has declared that this Agreement, the Offer, the Merger and the other transactions contemplated hereby and thereby are advisable and in the best interests of Allied and (ii) has authorized, approved and adopted in all respects this Agreement, the Shareholder Agreement, the Offer, the Merger and the other transactions contemplated hereby and thereby. The Special Committee and the Board of Directors of Allied have received the opinion of the Special Committee's financial advisor, Xxxxxx Xxxxxxx & Co. Incorporated, to the effect that the consideration to be received by the shareholders in the Offer and Merger, taken together, is fair from a financial point of view to such shareholders (other than Nationwide and its Affiliates). It is agreed and understood that such opinion is for the benefit of the Special Committee and Allied's Board of Directors and may not be relied on by Nationwide.
Appears in 1 contract
Samples: Merger Agreement (Allied Group Inc)
Authority Relative to this Agreement. The board (a) Each of directors of Merger Sub Parent and Acquisition has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on , subject in the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval case of the issuance of the shares of Parent Shares Common Stock pursuant to this Agreement the Merger to obtaining the approval of such issuance of shares by the stockholders of Parent in accordance with the rules and regulations of the NNM. The an affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent Common Stock in connection accordance with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation Rule 312.03 of the transactions contemplated herebyListed Company Manual of the NYSE (the "PARENT STOCKHOLDER APPROVAL"). This The execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards Board of directors Directors of Parent and Merger Sub (the "PARENT BOARD"), the Board of Directors of Acquisition and by Parent as the sole stockholder of Merger SubAcquisition. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub andAcquisition and constitutes, assuming this Agreement constitutes the valid due authorization, execution and delivery hereof by the Company, a valid, legal and binding agreement of the Company, constitutes the valid and binding agreement each of Parent and Merger Sub, Acquisition enforceable against each of Parent and Merger Sub Acquisition in accordance with its terms, subject, as subject to enforceability, to any applicable bankruptcy, insolvency, reorganization and other insolvency (including all applicable laws of general applicability relating to fraudulent transfers), reorganization, moratorium or affecting similar laws now or hereafter in effect relating to creditors' rights and generally or to general principles of equityequity (regardless of whether enforcement is considered in a proceeding in equity or at law).
(b) The Parent's Board, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of Parent's stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger) and (iii) resolved (except to the extent legally required for the discharge by Parent's Board of its fiduciary duties as advised by Parent Board's counsel in writing) to recommend that Parent's stockholders vote for the approval of the issuance of shares of Parent Common Stock in the Merger.
Appears in 1 contract
Authority Relative to this Agreement. The board of directors of Merger Sub (a) Allied has approved this Agreement full corporate authority and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate power and authority legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly approved and validly authorized by the boards Board of directors Directors of Parent Allied. Except for the approval of this Agreement by the shareholders of Allied, no other corporate proceedings on the part of Allied are necessary to authorize this Agreement and Merger Sub the transactions contemplated hereby. The affirmative vote of at least the majority of the votes entitled to be cast by shareholders of Allied present or represented by a properly executed proxy at the meeting called pursuant to Section 3.2 hereof, if required under applicable law, is the only vote of shareholders of Allied necessary to approve this Agreement and by Parent as the sole stockholder of Merger Sub. transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by Parent Allied and Merger Sub and, (assuming this Agreement is a legal, valid and binding obligation of Nationwide) constitutes the a legal, valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, Allied enforceable against Parent and Merger Sub Allied in accordance with its terms, subject, as to enforceability, subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles equity principles.
(c) Based upon the recommendation of equitya committee comprised of members of the Board of Directors of Allied who are not directors or otherwise affiliated with any of Allied's subsidiaries or affiliates (the "Special Committee") appointed by the Board of Directors of Allied in connection with the Offer and the Merger, the Board of Directors of Allied (i) has declared that this Agreement, the Offer, the Merger and the other transactions contemplated hereby and thereby are advisable and in the best interests of Allied and (ii) has authorized, approved and adopted in all respects this Agreement, the Shareholder Agreement, the Offer, the Merger and the other transactions contemplated hereby and thereby. The Special Committee and the Board of Directors of Allied have received the opinion of the Special Committee's financial advisor, Morgxx Xxxnxxx & Xo. Incorporated, to the effect that the consideration to be received by the shareholders in the Offer and Merger, taken together, is fair from a financial point of view to such shareholders (other than Nationwide and its Affiliates). It is agreed and understood that such opinion is for the benefit of the Special Committee and Allied's Board of Directors and may not be relied on by Nationwide.
Appears in 1 contract
Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby and thereby (other than, other than the approval in respect of the issuance of Merger and this Agreement, the Parent Shares pursuant to this Agreement by the stockholders of Parent Company Requisite Vote (as defined in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubSection 3.3(b))). This Agreement has been duly and validly executed and delivered by Parent the Company and Merger Sub andconstitutes a valid, assuming this Agreement constitutes the valid legal, and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and 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).
(b) As of the date hereof, the Board of Directors of the Company (the "COMPANY BOARD"), by the requisite vote of those present (who constituted 100% of the directors then in office), with no dissenting votes, has (i) duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the transactions contemplated hereby, taken all corporate actions required to be taken by the Company Board for the consummation of the transactions contemplated hereby, including the Merger, and (ii) resolved (A) that this Agreement and the transactions contemplated hereby, including the Merger, taken together, are advisable and fair to, and in the best interests of, the Company and its stockholders; and (B) to recommend that the stockholders of the Company approve and adopt this Agreement and approve the Merger. The Company Board has directed that this Agreement and the Merger be submitted to the stockholders of the Company for their approval and adoption. The affirmative approval of the holders of Shares representing a majority of the votes that may be cast by the holders of all outstanding Shares (voting as a single class) as of the record date for the Company (the "COMPANY REQUISITE VOTE") is the only vote of the holders of any class or series of capital stock of the Company necessary to approve and adopt this Agreement and approve the Merger.
Appears in 1 contract
Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it Onstream and the Merger to be advisable, and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized enter into this Agreement and the consummation by Parent other agreements referred to herein (the “Ancillary Agreements”) and to carry out its obligations hereunder and thereunder. The execution and delivery of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on Ancillary Agreements by Onstream and the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement Merger Sub and the consummation by Parent Onstream and the Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by Onstream and the boards Merger Sub, and no other corporate proceedings, including, without limitation, any authorization by the shareholders of directors Onstream, on the part of Parent and Onstream or the Merger Sub and by Parent as are necessary to authorize this Agreement, the sole stockholder of Merger SubAncillary Agreements or such transactions. This Agreement has and the Ancillary Agreements have each been duly and validly executed and delivered by Parent Onstream and the Merger Sub and, assuming this Agreement and each such agreement constitutes the a valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Subeach such entity, enforceable against Parent and Merger Sub in accordance with its terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and or other similar laws of general applicability relating to or affecting the enforcement of creditors' ’ rights generally and to by general principles of equity. Neither Onstream nor the Merger Sub is subject to, or obligated under, any provision of (a) its Articles of Incorporation, or its Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries’ assets would be created, by its execution, delivery and performance of this Agreement or Ancillary Agreements and the consummation by it of the transactions contemplated hereby and thereby. Except for such filings to be made pursuant to Corporate Law in order to effect the Merger, NASDAQ rules and federal and state securities laws, which Onstream agrees to make, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Onstream or the Merger Sub for the consummation by Onstream and the Merger Sub of the transactions contemplated by this Agreement and the Ancillary Agreements.
Appears in 1 contract
Authority Relative to this Agreement. The board of directors of Merger Sub (a) REIT II has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by REIT II and the consummation by Parent REIT II of the transactions contemplated hereby have been duly and has recommended that validly authorized by all necessary corporate action on the stockholders part of Parent approve the Merger REIT II, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent REIT II are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, other than the approval of the issuance of the Parent Shares pursuant with respect to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement REIT II Stockholder Approval and the consummation by Parent filing and Merger Sub recordation of the transactions contemplated hereby have been duly and validly authorized appropriate merger documents as required by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubMGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub REIT II and, assuming this Agreement the due authorization, execution and delivery by SSTI and Purchaser, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger SubREIT II, enforceable against Parent and Merger Sub REIT II in accordance with its terms, subject, as subject to enforceability, to the effect of any applicable bankruptcy, insolvency, reorganization and other laws of general applicability insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors' ’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity).
(b) REIT II’s board of directors, at a meeting duly called and held or by the valid and duly authorized taking of action by written consent in lieu of such meeting, (i) determined that the transactions contemplated hereby, including the Merger, are advisable and in the best interests of REIT II and its stockholders, and approved this Agreement and the transactions contemplated hereby, including the Merger, (ii) directed that this Agreement, the Merger and the other transactions contemplated hereby be submitted to the stockholders of REIT II for their approval and resolved to recommend that the stockholders of REIT II vote in favor of the Merger and such other transactions and (iii) if and to the extent necessary, adopted a resolution having the effect of causing, or have taken all other reasonable steps to cause, the parties hereto not to be subject to the Maryland Business Combination Act and Control Share Acquisition Act.
Appears in 1 contract
Authority Relative to this Agreement. The board of directors of Merger Sub (a) Seller has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby other than the Required Seller Vote. The board Each of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, Seller Boards has duly and validly authorized the execution, delivery and performance by Seller of this Agreement and approved the consummation by Seller of the transactions contemplated hereby, and taken all corporate actions required to be taken by each of the Seller Boards for the execution, delivery and performance of this Agreement and the consummation by Parent of the transactions contemplated hereby hereby, and has by resolution (i) approved, and declared advisable, the transactions contemplated by this Agreement; (ii) determined that this Agreement and the transactions contemplated hereby are reasonable, proper and advisable and are fair to, and in the best interests of, Seller, the Business, Seller's shareholders and Seller's other stakeholders after taking into account the interests of the employees and other stakeholders of Seller; and (iii) recommended that the stockholders shareholders of Parent Seller approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyadopt such transactions. No other corporate proceedings on the part of Parent Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, hereby other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubRequired Seller Vote. This Agreement has been duly and validly executed and delivered by Parent Seller and Merger Sub andconstitutes a valid, assuming this Agreement constitutes the valid legal and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger SubSeller, enforceable against Parent and Merger Sub Seller in accordance with its terms.
(b) The Seller Boards have directed that the transactions contemplated by this Agreement be submitted to the shareholders of Seller entitled to vote thereon for their approval at an extraordinary general meeting to be held for that purpose. The affirmative vote of the holders of a majority of the outstanding Seller Shares represented at the extraordinary general meeting of the shareholders of Seller (the "SELLER SHAREHOLDERS MEETING"), subjectcalled in accordance with applicable Law and the Restatement of the Articles of Association of Seller, dated August 24, 2000, as amended (the "SELLER ARTICLES"), in favor of a resolution authorizing this Agreement and the transactions contemplated hereby, the Seller Liquidation, the termination of the Seller Stock Option Plan and the Seller Restricted Stock Plan with respect to enforceabilitythe Supervisory Board, the appointment of a liquidator (the "LIQUIDATOR"), the renumeration of the Liquidator and a company providing it with support services, the reduction of the size and the change in composition of the Supervisory Board effective as of the Closing, the amendment (if required) to bankruptcythe Seller Articles to permit such reduction of the size and change in composition of the Supervisory Board, insolvencythe appointment of a Person or Persons to oversee the Seller Liquidation and the renumeration of such Person or Persons, reorganization and the appointment of a custodian (bewaarder) of the Seller's books to be effective upon the completion of the Seller Liquidation (collectively, the "REQUIRED SELLER VOTE") is the only vote of the holders of any class or series of capital stock of Seller necessary to approve the transactions contemplated by this Agreement. No other laws vote or approval of general applicability relating the shareholders of Seller is required by Dutch Law or the Seller Articles, in order for Seller to approve the transactions contemplated by this Agreement or affecting creditors' rights and to general principles of equityconsummate the transactions contemplated hereby.
Appears in 1 contract
Authority Relative to this Agreement. The board execution, delivery and performance of directors of Merger Sub has approved this Agreement and declared it all other agreements and instruments executed in connection herewith or delivered pursuant hereto (including the Merger to be advisable, Parent Written Consent) by the Parents and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This by this Agreement and the consummation by Parent all other agreements and Merger Sub of the transactions contemplated hereby instruments executed in connection herewith or delivered pursuant hereto have been duly and validly authorized by all requisite corporate or limited liability company action, as applicable, on the boards part of directors each of Parent the Parents and Merger Sub and no other corporate or similar actions or proceedings on the part of either Parent is necessary to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by Parent as each of the sole stockholder of Parents and Merger SubSub or for the Parents or Merger Sub to consummate the transactions so contemplated. This Agreement has been and all other agreements and instruments executed in connection herewith or delivered pursuant hereto (including the Parent Written Consent) have been, or will be, duly and validly executed and delivered by Parent each of the Parents and Merger Sub and, assuming with respect to this Agreement constitutes the and any other such agreement, assuming it has been duly authorized, executed and delivered by any other party (other than Parents, Merger Sub and any of their affiliates other than Genco Holdings and its controlled affiliates), constitutes, or will constitute when executed, a valid and binding agreement of the Company, constitutes the valid and binding agreement of such Parent and Merger Sub, enforceable against such Parent and Merger Sub in accordance with its terms, subject, as except that (a) enforcement may be subject to enforceability, to any bankruptcy, insolvency, reorganization and reorganization, moratorium, fraudulent transfer or other laws of general applicability laws, now or hereafter in effect, relating to or affecting limiting creditors' ’ rights generally, and (b) enforcement of this Agreement, including, among other things, the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to general principles the discretion of equitythe court before which any proceeding therefor may be brought. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not engaged in any business or conducted any operations other than in connection with the transaction contemplated hereby.
Appears in 1 contract
Authority Relative to this Agreement. The board of directors of Merger Sub a. Seller has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate full power and authority to execute and deliver this Agreement, the Income Tax Disaffiliation Agreement and the Seller Asset Transfer Documents, and to consummate the transactions contemplated herebyhereby and thereby. The board execution and delivery of directors of Parent has declared this Agreement, the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Income Tax Disaffiliation Agreement and the Seller Asset Transfer Documents, and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated herebythereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action (including, if requisite, shareholder or similar action) on the boards part of directors of Parent Seller, and Merger Sub no other proceedings on its part are necessary to authorize this Agreement, the Income Tax Disaffiliation Agreement and by Parent as the sole stockholder of Merger SubSeller Asset Transfer Documents or to consummate the transactions contemplated hereby or thereby. This Agreement, the Income Tax Disaffiliation Agreement has and the Seller Asset Transfer Documents have been duly and validly executed and delivered by Parent and Merger Sub Seller and, assuming this Agreement, the Income Tax Disaffiliation Agreement constitutes and the Seller Asset Transfer Documents have been duly authorized, executed and delivered by Buyer, constitute valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms.
b. At Closing, Seller and each of Seller's Affiliates party thereto will have full power and authority to execute and deliver each Ancillary Agreement and to consummate the transactions contemplated thereby. At Closing, the execution and delivery of each Ancillary Agreement and the consummation of the transactions contemplated thereby will have been duly and validly authorized by all requisite corporate action (including, if requisite, shareholder or similar action) on the part of Seller and each of Seller's Affiliates party thereto, and no other proceedings on their part will be necessary to authorize each Ancillary Agreement or to consummate the transactions contemplated thereby. At Closing, each Ancillary Agreement will have been duly and validly executed and delivered by and Seller and each of Seller's Affiliates party thereto, assuming it has been duly authorized, executed and delivered by Buyer or Buyer's Affiliates, will constitute a valid and binding agreement of the Company, constitutes the valid Seller and binding agreement each of Parent and Merger SubSeller's Affiliates party thereto, enforceable against Parent and Merger Sub them in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.
Appears in 1 contract
Authority Relative to this Agreement. The board Subject only to the approval of directors of Merger Sub has approved this Agreement Convera’s stockholders as described below, Convera and declared it and the Merger to be advisable, and Merger Sub has the requisite B2B have all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by Convera and B2B at the Closing and to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. The board execution and delivery by Convera and B2B of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and each instrument required hereby to be executed and delivered at the Closing by Convera and B2B and the consummation by Parent of the transactions contemplated hereby Convera and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub B2B of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the boards part of directors Convera and B2B, subject only to the approval of Parent this Agreement and the Merger Sub by Convera’s stockholders by the affirmative vote of the holders of a majority of outstanding shares of Convera’s common stock, par value $0.01 per share (“Convera Common Stock”) as required by the DGCL and by Parent as the sole stockholder Convera’s Amended and Restated Certificate of Merger SubIncorporation. This Agreement has been duly and validly executed and delivered by Parent Convera and Merger Sub B2B and, assuming the due authorization, execution and delivery of this Agreement and the Joinder Agreement by FL, the UK Surviving Company and FL Subs, constitutes the legal, valid and binding agreement obligation of the Company, constitutes the valid Convera and binding agreement of Parent and Merger SubB2B, enforceable against Parent Convera and Merger Sub B2B in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other similar laws of general applicability now or hereafter in effect relating to creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or affecting creditors' rights at law). As of the date of this Agreement, the Board of Directors of Convera has unanimously determined that it is fair to, advisable and in the best interests of Convera’s stockholders for B2B to general principles enter into a business combination with Merger Sub upon the terms and subject to the conditions of equitythis Agreement, and has unanimously recommended that Convera’s stockholders approve and adopt this Agreement and the Merger, and, unless notice thereof has been given to FL in the manner required by this Agreement, none of the aforesaid actions by Convera’s Board of Directors has been amended, rescinded or modified.
Appears in 1 contract
Samples: Merger Agreement (Convera Corp)
Authority Relative to this Agreement. The board (a) Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the requisite corporate power and authority to execute to: (a) execute, deliver and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized perform this Agreement and the consummation other Transaction Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and, to consummate the Transactions (including the Merger). The execution and delivery by Parent and Merger Sub of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements to consummate the transactions contemplated hereby. No other corporate proceedings on the part which each of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated herebythem is a party, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions (including the Merger) have been duly and validly authorized by all necessary corporate or limited liability company action on the boards part of directors each of Parent and Merger Sub, and no other proceedings on the part of Parent or Merger Sub and by are necessary to authorize this Agreement or the other Transaction Agreements to which each of them is a party or to consummate the transactions contemplated thereby, other than approval of the Parent as the sole stockholder of Merger SubStockholder Matters. This Agreement has been and the other Transaction Agreements to which each of them is a party have been, or in the case of any Transaction Agreements to be executed at or in connection with the Closing, will be duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and delivery thereof by the other Parties, constitute or will constitute the legal and binding agreement of the Company, constitutes the valid and binding agreement obligations of Parent and Merger SubSub (as applicable), enforceable against Parent and Merger Sub (as applicable) in accordance with its their terms, subjectsubject to the Remedies Exception.
(b) The affirmative vote of a majority of the votes cast by the stockholders of Parent present in person or represented by proxy at the Special Meeting and entitled to vote thereon at the Special Meeting shall be required to approve the Parent Stockholder Matters (such approval by the stockholders of Parent, as the “Parent Stockholder Approval”). The Parent Stockholder Approval is the only vote of the holders of any class or series of capital stock of Parent required to enforceabilityapprove and adopt this Agreement and approve the Transactions.
(c) At a meeting duly called and held, the board of directors of Parent has: (i) determined that it is in the best interests of Parent and the stockholders of Parent, and declared it advisable, to bankruptcyenter into this Agreement providing for the Merger in accordance with the DGCL; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved this Agreement and the Transactions, insolvencyincluding the Merger in accordance with the DGCL, reorganization on the terms and other laws subject to the conditions of general applicability relating to or affecting creditors' rights this Agreement; and to general principles (iv) adopted a resolution recommending the plan of equitymerger set forth in this Agreement be adopted by the stockholders of Parent.
Appears in 1 contract
Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement Seller and declared it and the Merger to be advisable, and Merger Sub Xxxxxxx each has the requisite corporate power and authority to execute enter into and deliver perform its respective obligations under this Agreement and each Ancillary Agreement to consummate the transactions contemplated herebywhich each will be a party. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and each Ancillary Agreement to which Seller or Xxxxxxx will be a party, the consummation by Parent of the Acquisition, and the other transactions contemplated hereby in Articles II and has recommended that III, have been duly authorized by the stockholders Boards of Parent approve the Merger Directors of Seller and the related issuance of shares of Parent Common Stock Xxxxxxx, and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent Seller or Xxxxxxx, including any approval by the stockholders of Seller or Xxxxxxx, are necessary to authorize this Agreement, any Ancillary Agreement to which Seller or to consummate the transactions contemplated herebyXxxxxxx will be a party, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the Acquisition, or the other transactions contemplated hereby. This Agreement in Articles II and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubIII. This Agreement has been duly and validly executed and delivered by Parent Seller and Merger Sub andXxxxxxx. Each Ancillary Agreement required to be executed and delivered by Seller or Xxxxxxx at the Closing will be, assuming upon its or their execution and delivery as provided in Section 3.3 or elsewhere in this Agreement constitutes duly executed and delivered by Seller or Xxxxxxx. Assuming the valid authorization, execution and delivery of this Agreement (and each Ancillary Agreement to which Purchaser will be a party) by Purchaser, this Agreement is, and each Ancillary Agreement which to Seller or Xxxxxxx is a party will be, upon its execution and delivery at the Closing as provided in Section 3.3 or elsewhere in this Agreement, a valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger SubSeller or Xxxxxxx, enforceable against Parent and Merger Sub in accordance with its their terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws of general applicability Laws relating to or affecting creditors' rights and to general principles of equitygenerally or by equitable principles.
Appears in 1 contract
Samples: Stock Purchase Agreement (Rollins Environmental Services Inc)
Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement execution, delivery and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent performance of the transactions contemplated hereby Indenture and has recommended that the stockholders of Parent approve the Merger each Transaction Document to which it is a party and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by all requisite corporate action on the boards part of directors each Newco Entity and no other corporate actions or proceedings on the part of Parent the Newco Entities are necessary to authorize the execution, delivery and Merger Sub performance of the Transaction Documents, the Indenture or to consummate the Transactions. The Indenture and by Parent as the sole stockholder of Merger Sub. This Agreement each Transaction Document to which any Newco Entity is a party has been been, or will be, duly and validly executed and delivered by Parent and Merger Sub such Newco Entity and, with respect to such Transaction Document and the Indenture, assuming this Agreement constitutes the it has been duly authorized, executed and delivered by any other party thereto, constitutes, or will constitute when executed, a valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Subsuch Newco Entity, enforceable against Parent and Merger Sub such Newco Entity in accordance with its terms, subjectexcept for the Enforceability Exceptions. The Newco Shares issuable under Article I have been duly authorized for issuance and, when issued and delivered in accordance with this Agreement, all such Newco Shares will be validly issued and fully paid and nonassessable, and the issuance of such Newco Shares will not be subject to preemptive or other similar rights. The Notes have been duly authorized by Newco and, when duly executed, authenticated, issued and delivered as provided in the Indenture, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of Newco enforceable against Newco in accordance with their terms, subject to enforceabilitythe Enforceability Exceptions, and will be entitled to bankruptcy, insolvency, reorganization and other laws the benefits of general applicability relating to or affecting creditors' rights and to general principles of equitythe Indenture.
Appears in 1 contract
Samples: Plan of Merger, Contribution and Sale Agreement (Dynegy Inc /Il/)
Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyherein to be consummated by Parent. The board Each of directors (i) the execution and delivery of this Agreement by each of Parent has declared the and Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement Sub and the consummation by Parent and Merger Sub of such transactions, (ii) an amendment to the Articles of Incorporation of Parent to increase the number of authorized shares of Parent Common Stock to 500,000,000 and to 25 change Parent's name, as of the transactions contemplated hereby and has recommended that Effective Time, to Fort Xxxxx Corporation (the stockholders of Parent approve "Articles Amendment"), (iii) the Merger and issuance (the related issuance "Share Issuance") of shares of Parent Common Stock in accordance with the Merger and (iv) an amendment to the Stock Incentive Plan of Parent has to increase by 8,000,000 the requisite number of shares available for issuance thereunder (the "Stock Plan Amendment"), have been duly and validly authorized by all necessary corporate power action and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent and Merger Sub are necessary to authorize this Agreement or to consummate such transactions other than, with respect to (a) the transactions contemplated hereby, other than the approval adoption of the issuance of the Parent Shares pursuant to this Agreement Articles Amendment by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of a majority of the votes entitled to be cast, and (b) the adoption of Share Issuance and the Stock Plan Amendment by the affirmative vote of a majority of votes cast, in each case, by the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent Common Stock in connection and Series P Preferred Stock, voting together as a class (with the Merger, and no other approval Series P Preferred Stock voting on the basis of any holder 85.47 votes per share). The Board of any securities Directors of Parent is required in connection with has directed that the consummation of Articles Amendment, the transactions contemplated hereby. This Agreement Share Issuance and the consummation by Parent and Merger Sub Stock Plan Amendment be submitted to Parent's shareholders for approval at a meeting of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subsuch shareholders. This Agreement has been duly authorized and validly executed and delivered by Parent and Merger Sub andand constitutes a legal, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.
Appears in 1 contract
Authority Relative to this Agreement. The board Each of directors of Merger Parent and Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The board Parent’s Board of directors of Parent Directors has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized unanimously approved this Agreement and the Ancillary Agreements to which the Parent is a party. The execution and delivery by each of Parent and Sub of this Agreement and the Ancillary Agreements to which it is a party and, the consummation by Parent and Sub of the transactions contemplated hereby and has recommended that thereby and the stockholders performance by each of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby their respective obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the boards of directors part of Parent and Merger Sub and by no further action is required on the part of Parent as and Sub to authorize this Agreement or the sole stockholder Ancillary Agreements to which it is a party or the consummation of Merger Subthe transactions contemplated hereby or thereby. This Agreement has and the Ancillary Agreements have been or will be, as applicable, duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement the due authorization, execution and delivery hereof by the Company and/or the other parties thereto, each constitutes the or will constitute, as applicable, a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement each of Parent and Merger Sub, Sub enforceable against Parent and Merger Sub in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' ’ rights generally and to by general principles of equity.
Appears in 1 contract
Samples: Merger Agreement (Google Inc.)
Authority Relative to this Agreement. The board of directors of Merger Sub FRS and each Seller that is a Trust has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate full power and authority to execute enter into and deliver perform its obligations under this Agreement and each Ancillary Agreement to consummate which it will be a party. Each Seller Party that is an individual and each Trust Beneficiary has the transactions contemplated hereby. The board of directors of Parent has declared the Merger requisite capacity to enter into and the related issuance of Parent Shares advisable, has duly and validly authorized perform its obligations under this Agreement and the consummation each Ancillary Agreement to which it will be a party. The execution and delivery of this Agreement by Parent of the transactions contemplated hereby FRS and has recommended that the stockholders of Parent approve the Merger each Trust and the related issuance performance by FRS and each Trust of shares its obligations hereunder have been duly authorized by the Board of Parent Common Stock Directors of FRS or the trustees of such Trust, as the case may be, and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate or other proceedings on the part of Parent FRS or Trust are necessary to authorize the execution and delivery of this Agreement or to consummate the consummation of the Acquisition or the other transactions contemplated herebyin this Agreement, other than the approval except as set forth in Section 4.2 of the issuance Seller Disclosure Schedule. The execution and delivery of each Ancillary Agreement to which FRS or any Trust will be a party and the Parent Shares pursuant to this Agreement performance by FRS or Trust, as the case may be, of its obligations thereunder have been duly authorized by the stockholders Board of Parent in accordance with Directors of FRS or the rules and regulations trustees of such Trust, as the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Mergercase may be, and no other approval proceedings on the part of any holder FRS or Trust are necessary to authorize the execution and delivery of any securities of Parent is required in connection with such Ancillary Agreement or the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subthereby. This Agreement has been duly and validly executed and delivered by Parent FRS, each Seller and Merger Sub andeach Trust Beneficiary. Each Ancillary Agreement required to be executed and delivered by FRS, assuming any Seller or any Trust Beneficiary at the Closing will be, upon its execution and delivery, duly executed and delivered by FRS, Seller or Trust Beneficiary, as the case may be. Assuming the valid authorization, execution and delivery of this Agreement constitutes (and each Ancillary Agreement to which Buyer Parent, Buyer or Buyer Sub will be a party) by Buyer Parent, Buyer and/or Buyer Sub, as the case may be, this Agreement is, and each Ancillary Agreement to which FRS, any Seller or any Trust Beneficiary is a party will be, upon its execution and delivery, a valid and binding agreement obligation of the CompanyFRS, constitutes the valid and binding agreement of Parent and Merger SubSeller or Trust Beneficiary, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.
Appears in 1 contract
Samples: Stock Purchase Agreement (Capital Environmental Resource Inc)
Authority Relative to this Agreement. The board (a) Each of directors of Parent, Merger Sub I and Merger Sub II has approved the requisite power and authority to: (a) execute, deliver and perform this Agreement and declared the other Transaction Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and, to consummate the Transactions (including the Merger). The execution and delivery by Parent, Merger to be advisable, Sub I and Merger Sub has the requisite corporate power and authority to execute and deliver II of this Agreement and the other Transaction Agreements to consummate the transactions contemplated hereby. The board which each of directors of Parent has declared the Merger them is a party, and the related issuance consummation by Parent, Merger Sub I and Merger Sub II of Parent Shares advisable, has the Transactions (including the Merger) have been duly and validly authorized this Agreement by all necessary corporate or limited liability company action on the part of each of Parent, Merger Sub I and the consummation by Parent of the transactions contemplated hereby Merger Sub II, and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent Parent, Merger Sub I or Merger Sub II are necessary to authorize this Agreement or the other Transaction Agreements to which each of them is a party or to consummate the transactions contemplated herebythereby, other than the approval of the issuance receipt of the Parent Shares pursuant Stockholder Approvals, and the adoption by Parent, as the sole stockholder of Merger Sub I and Merger Sub II, of this Agreement, which Parent shall provide immediately after execution and delivery of this Agreement. This Agreement and the other Transaction Agreements to this Agreement which each of them is a party have been, or in the case of any Transaction Agreements to be executed at or in connection with the Closing, will be duly and validly executed and delivered by Parent, Merger Sub I and Merger Sub II and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute or will constitute the legal and binding obligations of Parent, Merger Sub I and Merger Sub II (as applicable), enforceable against Parent, Merger Sub I and Merger Sub II (as applicable) in accordance with their terms, subject to the Remedies Exception.
(b) The affirmative vote of (i) a majority of the votes cast by the stockholders of Parent present in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present person or represented by proxy at the Special Meeting and entitled to vote thereon at the Special Meeting shall be required to approve this Agreement under the Parent Stockholders MeetingCharter, provided (ii) a quorum is present, is sufficient for Parent's stockholders majority of the votes cast to approve the issuance of shares of Parent Common Class A Stock pursuant to the Convertible Financing Agreement and the issuance of shares of Parent Class A Stock, Parent Class B Stock and Parent Class C Stock in connection with the Merger, and no (iii) holders representing a majority of the outstanding capital stock of Parent entitled to vote thereon at the Special Meeting shall be required to approve the amendment and restatement of the Parent Organizational Documents and the other Parent Stockholder Matters ((i), (ii) and (iii), such approval by the stockholders of Parent, the “Parent Stockholder Approval”). The Parent Stockholder Approval is the only vote of the holders of any holder class or series of any securities capital stock of Parent is required in connection with the consummation of the transactions contemplated hereby. This to approve and adopt this Agreement and approve the consummation by Parent Transactions.
(c) At a meeting duly called and Merger Sub of held, the transactions contemplated hereby have been duly and validly authorized by the boards board of directors of Parent and Merger Sub and by Parent as has unanimously: (i) determined that it is in the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement best interests of Parent and Merger Subthe stockholders of Parent, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceabilitydeclared it advisable, to bankruptcyenter into this Agreement providing for the Merger; (ii) determined that the fair market value of the Company (including, insolvencyfor the avoidance of doubt, reorganization after giving effect to the C Acquisition) is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and other laws Taxes payable on interest earned) as of general applicability relating the date hereof; (iii) approved this Agreement and the Transactions, including the Merger, on the terms and subject to or affecting creditors' rights the conditions of this Agreement; (iv) adopted the Parent Recommendation, and (v) directed that the Parent Stockholder Matters be submitted to general principles the stockholders of equitythe Company for approval.
Appears in 1 contract
Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company and the consummation by Parent the Company of the transactions contemplated hereby have been duly and has recommended that the stockholders of Parent approve the Merger validly authorized by all necessary corporate action, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, other than with respect to the approval Merger and to the extent required by Delaware Law, the adoption of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of entitled to cast a majority in interest of the stock present or votes represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent outstanding Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation filing and recordation of appropriate merger documents as required by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubDelaware Law). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement the due authorization, execution and delivery by Ford, Parent and FSG II, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, Company enforceable against Parent and Merger Sub the Company in accordance with its terms.
(i) The Special Committee has been duly authorized and constituted, subject(ii) the Special Committee, as at a meeting thereof duly called and held on January 16, 2001, (A) determined that this Agreement, the Tender Offer and the Merger are fair to enforceabilityand in the best interests of the Company and its stockholders (other than Parent and its affiliates), (B) determined that this Agreement, the Tender Offer and the Merger should be approved and declared advisable by the Board and (C) resolved to bankruptcyrecommend that the Company's stockholders accept the Tender Offer, insolvencytender their Shares pursuant thereto and approve and adopt this Agreement and the Merger if submitted for their approval, reorganization and (iii) the Board, at a meeting thereof duly called and held on January 16, 2001, (A) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders (other laws of general applicability relating than Parent and its affiliates), (B) approved and declared advisable this Agreement, the Tender Offer and the Merger and (C) resolved to or affecting creditors' rights recommend that the Company's stockholders accept the Tender Offer, tender their Shares pursuant thereto and to general principles of equityapprove and adopt this Agreement and the Merger if submitted for their approval.
Appears in 1 contract
Samples: Merger Agreement (Hertz Corp)
Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement Raging River and declared it and the Merger to be advisable, and Merger Sub Raging River Subco has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebycarry out its obligations hereunder. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent Raging River of the transactions contemplated hereby by the Arrangement have been duly authorized by the Raging River Board and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent Raging River are necessary to authorize this Agreement Agreement, the Arrangement or to consummate the other transactions contemplated hereby, herein other than the approval of the issuance Arrangement Resolution by Raging River Shareholders and approval of the Parent Shares pursuant Circular and matters relating to this Agreement the Raging River Meeting by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubRaging River Board. This Agreement has been duly and validly executed and delivered by Parent Raging River and Merger Sub andconstitutes a legal, assuming this Agreement constitutes the valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, Raging River enforceable against Parent and Merger Sub it in accordance with its terms, subject, as subject to enforceability, to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other laws Applicable Laws of general applicability application relating to or affecting creditors' rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered. Each of the Contracts, agreements and instruments required by this Agreement to be delivered by it will, at the Effective Time, have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will at the Effective Time be enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws of general principles application relating to or affecting rights of equitycreditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.
Appears in 1 contract
Authority Relative to this Agreement. The board Subject only to the requisite approval of directors of Merger Sub has approved the Merger, this Agreement and declared it and the Merger to be advisableAncillary Agreements by the stockholders of United, and Merger Sub United has the all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The board execution and delivery by United of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the Ancillary Agreements to which United is a party and the consummation by Parent United of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby thereby have been duly and validly authorized by the boards Board of directors Directors of Parent United, and Merger Sub no other action on the part of the Board of Directors of United is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which United is a party by Parent as United and the sole stockholder consummation by United of Merger Subthe transactions contemplated hereby and thereby. This Agreement has and the Ancillary Agreements to which United is a party have each been duly and validly executed and delivered by Parent and Merger Sub United and, assuming the due authorization and the valid execution and delivery of this Agreement by Lothian and each Ancillary Agreement by each other party (other than United) to such Ancillary Agreement, each constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, United enforceable against Parent and Merger Sub United in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' rights generally and to by general principles of equity. The shares of United Capital Stock to be issued in the Merger pursuant to Section 1.6(a) shall, when issued in compliance with this Agreement, be duly and validly issued, fully paid and non-assessable, and the shares of United Capital Stock that will be issuable upon the exercise of United Options and United Warrants that are issued in the Merger pursuant to Section 1.6(c) and (d), respectively, when issued upon the exercise of and in compliance with such United Options and United Warrants, will be duly and validly issued, fully paid and non-assessable.
Appears in 1 contract
Authority Relative to this Agreement. (a) The board of directors of Merger Sub Buyer has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate all necessary limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party and to consummate the transactions contemplated herebyhereby and thereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the other Transaction Documents to which the Buyer is party and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby thereby have been duly and validly authorized by the boards board of directors of Parent the Buyer, and Merger Sub and by Parent as no other limited liability company proceedings on the sole stockholder part of Merger Subthe Buyer are necessary to authorize this Agreement or the other Transaction Documents to which it is party or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Parent the Buyer, and, upon their execution and Merger Sub delivery in accordance with the terms of this Agreement, each of the other Transaction Documents to which the Buyer is a party will have been duly and validly executed and delivered by the Buyer, and, assuming that this Agreement constitutes the and such other Transaction Documents constitute valid and binding agreement agreements of the CompanySelling Entities party thereto, constitutes the constitute valid and binding agreement agreements of Parent and Merger Subthe Buyer, enforceable against Parent and Merger Sub the Buyer in accordance with its their terms, subject, except as to enforceability, to such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and moratorium or other laws of general applicability similar Laws affecting or relating to enforcement of creditors’ rights generally or affecting creditors' rights and to general principles of equity.
(b) Each Buyer Designee that executes and delivers a Transaction Document shall have, as of the Closing Date, all necessary corporate or other power and authority to execute and deliver the Transaction Documents to which it is party and to consummate the transactions contemplated thereby. The execution and delivery of each Transaction Document to which any Buyer Designee is party and the consummation of the transactions contemplated thereby shall have been duly and validly authorized by the board of directors of each Buyer Designee that executes and delivers a Transaction Document prior to such execution and delivery, and no other corporate proceedings on the part of such Buyer Designee shall be necessary at the time of such execution and delivery to authorize the Transaction Documents to which it is party or to consummate the transactions contemplated thereby. The Transaction Documents to which a Buyer Designee is party shall have been duly and validly executed and delivered prior to the Closing by each Buyer Designee that executes and delivers a Transaction Document, and, assuming that the Transaction Documents constitute valid and binding agreements of the Selling Entities party thereto, shall constitute valid and binding agreements of such Buyer Designee, enforceable against such Buyer Designee in accordance with their 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ascena Retail Group, Inc.)
Authority Relative to this Agreement. The board (a) Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The board execution, delivery and performance of directors this Agreement by each of Parent has declared the and Merger Sub and the related issuance consummation of the Transactions by each of Parent Shares advisable, has and Merger Sub have been duly and validly authorized this Agreement by all necessary corporate action, and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings (including any actions of Parent’s stockholders) on the part of Parent and Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubTransactions. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a legal, valid and binding agreement obligation of Parent and Merger SubParent, enforceable against Parent and Merger Sub in accordance with its terms, subject, as except that (i) such enforcement may be subject to enforceability, to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other laws forms of general applicability relating equitable relief may be subject to or affecting creditors' rights equitable defenses and to general principles the discretion of equitythe court before which any proceeding therefor may be brought.
(b) The Parent Board of Directors and the Merger Sub Board of Directors has adopted resolutions (i) determining that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub and their respective shareholders or other equityholders, as applicable and (ii) approving the Merger, the execution of this Agreement and the consummation of the Transactions, and the Board of Directors of Merger Sub has further (iii) determined that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors and (iv) resolved to recommend that Parent, as the sole shareholder of Merger Sub, approve the Merger, this Agreement and the consummation of the
Appears in 1 contract
Samples: Merger Agreement (Nvidia Corp)
Authority Relative to this Agreement. The board (a) Each of directors of Merger Sub TZ REIT and TZ OP has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate all necessary power and authority to execute and deliver this Agreement, the Contribution Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythereby. No other corporate proceedings on the part of Parent TZ REIT or TZ OP are necessary to authorize this Agreement, the Contribution Agreement or the Registration Rights Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules hereby and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subthereby. This Agreement has been and at the Closing, the Contribution Agreement and the Registration Rights Agreement shall have been duly and validly executed and delivered by Parent each of TZ REIT and Merger Sub TZ OP and, assuming this Agreement due authorization, execution and delivery hereof by each of the other parties thereto, each constitutes or will constitute, as the valid case may be, a valid, legal and binding agreement of the Company, constitutes the valid each of TZ REIT and binding agreement of Parent and Merger SubTZ OP, enforceable against Parent each of TZ REIT and Merger Sub TZ OP in accordance with and subject to its termsterms and conditions, subject, except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent transfer and other laws similar Laws of general applicability relating to or affecting creditors' ’ rights or by general equity principles.
(b) The board of directors of TZ REIT has duly and validly authorized the execution and delivery of this Agreement, the Contribution Agreement and the Registration Rights Agreement and approved the consummation of the transactions contemplated hereby and thereby, and taken all corporate action required to general principles be taken by the board of equitydirectors of TZ REIT for the consummation of the transactions contemplated by this Agreement, the Contribution Agreements and the Registration Rights Agreement.
(c) The sole member of TZ OP has duly and validly authorized the execution and delivery of this Agreement, the Contribution Agreement and the Registration Rights Agreement and approved the consummation of the transactions contemplated hereby and thereby, and taken all limited liability company action required to be taken by the sole member of TZ OP for the consummation of the transactions contemplated by this Agreement, the Contribution Agreements and the Registration Rights Agreement.
Appears in 1 contract
Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder, and subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the Exchange Agreement by the Company and the consummation by Parent the Company of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger thereby have been duly authorized by all necessary corporate action and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement or the Exchange Agreement or the consummation by the Company of the transactions contemplated hereby or thereby (other than the Company Stockholder Approval and the filing of the Certificate of Merger and the Charter Amendment as required by the DGCL). This Agreement and the Exchange Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each other party thereto, constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
(b) The Special Committee, at a meeting duly called and held, has by unanimous vote of all its members approved and declared this Agreement and the transactions contemplated hereby advisable and has determined that the Merger is fair to, and in the best interests of, holders of the shares of the Class A Stock. The Board of Directors of the Company, based on the unanimous recommendation of the Special Committee, has (i) determined that the Merger, upon the terms and subject to consummate the conditions set forth herein, is fair to, and in the best interests of, holders of the shares of the Class A Stock, (ii) approved and adopted this Agreement, the Charter Amendment and the transactions contemplated hereby, other than and declared their advisability, (iii) recommended the approval adoption of the issuance of the Parent Shares pursuant to this Agreement and the Charter Amendment by the stockholders of Parent in accordance with the rules Company, subject to the terms and regulations conditions set forth herein, and (iv) approved the Merger and this Agreement, the Exchange Agreement, the Voting Agreement, the Principals’ Agreement and the transactions contemplated hereby and thereby for purposes of Section 203 of the NNM. The DGCL (provided such approval is premised on the accuracy of the representation set forth in Section 4.08(c)).
(c) Under applicable Law and this Agreement, (i) with respect to the Merger, the affirmative vote of the holders of a majority in interest of the stock present voting power of the outstanding shares of Company Stock entitled to vote thereon, voting together as a single class, (ii) with respect to the Merger, the affirmative vote of the holders of a majority of the outstanding shares of Class A Stock entitled to vote thereon not held by (x) Parent, the Management Stockholders (or represented any member of the immediate families thereof) or TC Group, L.L.C. or any Affiliates thereof, or (y) any officers or directors of the Company (or any member of the immediate families thereof) and (iii) with respect to the Charter Amendment, the affirmative vote of the holders, voting separately as a class, of (A) a majority of the outstanding shares of Class A Stock entitled to vote thereon and (B) a majority of the outstanding shares of Class B Stock entitled to vote thereon, in each case, outstanding on the record date established by proxy the Board of Directors of the Company in accordance with the bylaws of the Company, applicable Law and this Agreement, at the Parent Company Stockholders Meeting, provided a quorum is present, is sufficient for Parent's are the only votes of the Company’s stockholders required to approve the issuance of shares of Parent Common Stock in connection with the Merger, this Agreement and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement , including the Merger and Charter Amendment (collectively, the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity“Company Stockholder Approval”).
Appears in 1 contract
Authority Relative to this Agreement. The board Each of directors of SPAC and BVI Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate or similar organizational power and authority to execute and deliver this Agreement and to consummate perform its obligations hereunder and, subject to receiving (i) the transactions contemplated hereby. The board approval of directors the SPAC Merger by the holders of Parent has declared two thirds of the then-outstanding SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares who, being entitled to do so, vote in person or by proxy at the quorate SPAC Shareholders’ Meeting and (ii) the approval of the Transactions and related documents by the holders of a majority of the then-outstanding SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares (including all of the “Founder Shares” voted as defined in the SPAC Articles of Association) who, being entitled to do so, vote in person or by proxy at the quorate SPAC Shareholders’ Meeting (together, the “Requisite SPAC Shareholder Approval”) and the approval and adoption of this Agreement by the sole shareholder of BVI Merger Sub Common Shares immediately prior to the date of this Agreement, being SPAC, and the approval and adoption of the BVI Plan of Merger and the related issuance BVI Articles of Parent Shares advisableMerger by the sole shareholder of BVI Merger Sub immediately prior to the Company Merger, has being Holdings (the “BVI Merger Sub Shareholder Approvals”), to consummate the Transactions. The execution and delivery of this Agreement by each of SPAC and BVI Merger Sub and the consummation by each of SPAC and BVI Merger Sub of the Transactions have been duly and validly authorized this Agreement by all necessary corporate action, and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent SPAC or BVI Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, Transactions (other than the approval Requisite SPAC Shareholder Approval, the BVI Merger Sub Shareholder Approvals and the filing and recordation of the issuance of the Parent Shares pursuant to this Agreement appropriate merger documents as required by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement Cayman Companies Act and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubBVI Companies Act). This Agreement has been duly and validly executed and delivered by Parent SPAC and BVI Merger Sub andSub, assuming this Agreement constitutes the valid due authorization, execution and binding agreement delivery by each of the Company, Holdings and Cayman Merger Sub, and constitutes the a legal, valid and binding agreement obligation of Parent SPAC and BVI Merger Sub, enforceable against Parent SPAC and BVI Merger Sub in accordance with its termsterms subject to the Remedies Exceptions. The SPAC Board has approved this Agreement and the Transactions, subjectand such approvals are sufficient so that the restrictions on business combinations set forth in the SPAC Organizational Documents shall not apply to the Mergers, as to enforceabilitythis Agreement, to bankruptcy, insolvency, reorganization and any Transaction Documents or any of the other laws of general applicability relating to or affecting creditors' rights and to general principles of equityTransactions.
Appears in 1 contract
Samples: Business Combination Agreement (Queen's Gambit Growth Capital)
Authority Relative to this Agreement. The board of directors of Merger Sub (a) Allied has approved this Agreement full corporate power, authority and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate power and authority legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly approved and validly authorized by the boards Board of directors Directors of Parent Allied. Except for any required approval of this Agreement by the shareholders of Allied, no other corporate proceedings on the part of Allied are necessary to authorize this Agreement and Merger Sub the transactions contemplated hereby. The affirmative vote of at least the majority of the votes entitled to be cast by shareholders of Allied present or represented by properly executed proxy at the meeting called pursuant to Section 3.2 hereof, if required, is the only vote of shareholders of Allied necessary to approve this Agreement and by Parent as the sole stockholder of Merger Sub. transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by Parent Allied and Merger Sub and, (assuming this Agreement is a legal, valid and binding obligation of Nationwide) constitutes the a legal, valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, Allied enforceable against Parent and Merger Sub Allied in accordance with its terms, subject, as to enforceability, subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles equity principles.
(c) Based upon the recommendation of equitythe Coordinating Committee of the Board of Directors of Allied (the "Special Committee") appointed by the Board of Directors of Allied in connection with the Merger, the Board of Directors of Allied (i) has declared that this Agreement, the Offer, the Merger and the other transactions contemplated hereby and thereby are, as of the date hereof, advisable and in the best interests of Allied, (ii) has authorized, approved and adopted this Agreement, the Offer, the Merger and the other transactions contemplated hereby and thereby, and (iii) has received the opinion of the Special Committee's financial advisor, Xxx-Xxxx, Xxxxxx Inc., to the effect that the consideration to be received by the shareholders in the Offer and Merger, taken together, is fair to such shareholders from a financial point of view. It is agreed and understood that such opinion is for the benefit of the Special Committee and Allied's Board of Directors and may not be relied on by Nationwide.
Appears in 1 contract
Samples: Merger Agreement (Allied Group Inc)
Authority Relative to this Agreement. The board of directors of Acquiror, MergerCo1, MergerCo2, Holdings I, Holdings II, Acquiror Sub and OpCo Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate have all necessary power and authority to execute and deliver this Agreement and, subject to obtaining the approval of the stockholders of Acquiror, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The board execution and delivery of directors of Parent has declared the this Agreement by Acquiror, MergerCo1, MergerCo2, Holdings I, Holdings II, Acquiror Sub and OpCo Merger Sub, and the related issuance consummation by Acquiror, XxxxxxXx0, XxxxxxXx0, Holdings I, Holdings II, Acquiror Sub and OpCo Merger Sub of Parent Shares advisablethe Transactions, has have been duly and validly authorized this Agreement by all necessary action, and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent Acquiror, MergerCo1, MergerCo2, Holdings I, Holdings II, Acquiror Sub or OpCo Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, Transactions (other than the approval and adoption of the issuance of the Parent Shares pursuant to this Agreement and the Restated Acquiror Charter by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of (a) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of then-outstanding shares of Parent Acquiror Class A Common Stock and Acquiror Class B Common Stock, voting as a single class, in connection accordance with the MergerAcquiror Certificate of Incorporation, and no other approval of any holder of any securities of Parent is required (b) Acquiror in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent its capacity as the sole stockholder shareholder of Merger MergerCo1 and (c) Acquiror in its capacity as the sole shareholder of Acquiror Sub). This Agreement has been duly and validly executed and delivered by Parent Acquiror, XxxxxxXx0, XxxxxxXx0, Holdings I, Holdings II, Acquiror Sub and OpCo Merger Sub and, assuming this Agreement due authorization, execution and delivery by the Company, FTV Blocker and Xxxxx Xxxxxxx, constitutes the a legal, valid and binding agreement obligation of the CompanyAcquiror, constitutes the valid and binding agreement of Parent and XxxxxxXx0, XxxxxxXx0, Holdings I, Holdings II, Acquiror Sub or OpCo Merger Sub, enforceable against Parent and Acquiror, XxxxxxXx0, XxxxxxXx0, Holdings I, Holdings II, Acquiror Sub or OpCo Merger Sub in accordance with its terms, subject, except as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equityenforceability may be limited by the Enforceability Exceptions.
Appears in 1 contract
Samples: Business Combination Agreement (Spartan Acquisition Corp. II)
Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, (a) Parent and Merger Sub has the have all requisite corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to consummate be executed by Parent and/or Merger Sub in connection with the transactions contemplated herebyContemplated Transactions. The board execution, delivery and performance of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the Transaction Documents to which it is party and the consummation by Parent it of the Mergers and the Contribution and the other transactions contemplated hereby and has recommended that thereby have been duly authorized by all necessary corporate action on the stockholders part of each of Parent approve the and Merger Sub, and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subsuch transactions. This Agreement has been been, and each of such Transaction Documents to which it is party will be at or prior to the Closing, duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes constitutes, and each such Transaction Document when so executed and delivered, will constitute, the legal, valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of Parent and Merger Sub, enforceable against Parent and or Merger Sub Sub, as applicable, in accordance with its terms, subjectsubject to the Bankruptcy and Equity Exception.
(b) As of the date hereof, (i) the board of directors of Parent has by resolution, duly adopted at a meeting duly called and held (x) approved and declared advisable this Agreement and the transactions contemplated hereby, (y) determined that it is in the best interests of Parent and Merger Sub to enter into this Agreement and (z) resolved to recommend to the creditors of Parent that it is in their best interests to vote to accept the Plan and (ii) Parent, as to enforceabilitythe sole member of Merger Sub, to bankruptcy, insolvency, reorganization has adopted this Agreement and other laws of general applicability relating to or affecting creditors' rights and to general principles of equityapproved the Mergers.
Appears in 1 contract
Samples: Investment Agreement
