AUTHORITY RELATIVE TO THIS MERGER AGREEMENT Sample Clauses

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. (a) The Company has all necessary corporate power and authority to execute and deliver this Merger Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Merger Agreement by the Company and the consummation by 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 part of the Company are necessary to authorize this Merger Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger and to the extent required by Delaware Law, the recordation of appropriate merger documents as required by Delaware Law). This Merger Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Offerors, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. (i) The Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement, the Offer and the Merger are fair to and in the best interests of the Company and its stockholders (other than the Offerors and their affiliates), (B) determined that this Merger Agreement, the 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 Offer and tender their Shares pursuant thereto and (iii) the Board, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement and the Merger are fair to and in the best interests of the Company and its stockholders (other than the Offerors and their affiliates), (B) approved and declared advisable this Merger Agreement, the Offer and the Merger and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. (a) Parent has the corporate power to enter into this Merger Agreement and the agreements contemplated hereby and to carry out its obligations hereunder and thereunder. The execution and delivery of this Merger Agreement and the agreements contemplated hereby and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Parent. Parent shall use its best efforts to cause the Board of Directors of Merger Sub to duly authorize, as of the Effective Date, the agreements contemplated hereby and the consummation of the transactions contemplated hereby. This Merger Agreement constitutes a valid and binding obligation of Parent and is enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. No other corporate proceedings on the part of Parent are necessary to authorize this Merger Agreement and the transactions contemplated hereby, except for proceedings by Parent to become the sole stockholder of Merger Sub. (b) The execution, delivery and performance of this Merger Agreement by Parent and the consummation by Parent of the transactions contemplated hereby do not and will not: (i) conflict with or violate the Articles of Incorporation or By-laws of Parent; (ii) violate or conflict with any permit, order, license, decree, judgment, statute, law, ordinance, rule or regulation applicable to Parent or by which any of its properties are bound or affected, or (iii) result in any breach or violation of, or constitute a default (with or without notice or lapse of time or both) under, or give to others any rights of termination, cancellation or acceleration of, or result in the creation of any lien or encumbrance on any of the properties or assets of Parent pursuant to, any note, bond, mortgage, indenture or other loan document, contract, agreement, lease, instrument or franchise to which Parent or any of its properties are bound or affected other than: (A) any breaches, violations, conflicts, defaults, terminations, cancellations, accelerations, liens or encumbrances referred to in subparagraphs (ii) and (iii) of this Section 4.3(b) which would not, individually or in the aggregate, have a Parent Material ...

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. Each of Parent and Sub has the corporate power to enter into this Merger Agreement and to carry out its obligations hereunder. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the boards of directors of Parent and Sub. This Merger Agreement constitutes a valid and binding obligation of each of Parent and Sub enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. No other corporate proceedings on the part of Parent or Sub are necessary to authorize the Merger Agreement and the transactions contemplated hereby.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. The Company has the corporate power to enter into this Merger Agreement, subject to the requisite approval of this Merger Agreement by the holders of Company Common Stock, and to carry out its obligations hereunder. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the board of directors of the Company and to the extent necessary by the board of directors of A&S. This Merger Agreement constitutes a valid and binding obligation of the Company enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. Except for the requisite approval of the holders of Company Common Stock, no other corporate proceedings on the part of the Company are necessary to authorize this Merger Agreement and the transactions contemplated hereby.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. Sub has the ------------------------------------------- corporate power to enter into this Merger Agreement and to carry out its obligations hereunder. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and sole shareholder, and no other corporate proceedings on the part of Sub are necessary to authorize this Merger Agreement and the transactions contemplated hereby. Except as referred to herein or in connection, or in compliance, with the provisions of the HSR Act, the Securities Act, the Exchange Act, the Foreign Laws and the environmental, corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Sub of the Merger or the transactions contemplated by this Merger Agreement, other than filings, registrations, authorizations, consents or approvals the failure to make or obtain would not prevent the consummation of the transactions contemplated hereby. The Merger Agreement constitutes a valid and binding obligation of Sub enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. Each of Parent and Merger Subsidiary has all necessary power and authority to execute and deliver this Merger Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The execution and delivery of this Merger Agreement by Parent and Merger Subsidiary and the consummation by Parent and Merger Subsidiary of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Merger Subsidiary are necessary to authorize the execution and delivery of this Merger Agreement or to consummate the Merger and the other transactions contemplated hereby other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL. This Merger Agreement has been duly and validly executed and delivered by Parent and Merger Subsidiary and, assuming the due authorization, execution and delivery by the Company, this Merger Agreement constitutes a legal, valid and binding obligation of Parent and Merger Subsidiary, enforceable against Parent and Merger Subsidiary in accordance with its terms.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. Each of DGLP and Acquisition Sub has all requisite corporate power and authority to enter into this Merger Agreement and subject, in the case of this Merger Agreement, to the consents and approvals set forth in Section 5.4 below, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Merger Agreement by DGLP and Acquisition Sub and the consummation by DGLP and Acquisition Sub of the Merger have been duly authorized by all necessary corporate action on the part of DGLP and Acquisition Sub, including the approval of their respective Boards of Directors and sole shareholder of Acquisition Sub, and no other corporate proceedings on the part of DGLP or Acquisition Sub are necessary to authorize this Merger Agreement or the Merger. This Merger Agreement has been duly and validly executed and delivered by DGLP and Acquisition Sub and constitutes a valid and binding agreement of each of them, enforceable against each of them in accordance with its terms, except that such enforceability may be subject to (a) bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors' rights generally, and (b) general equitable principles.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Tender Offer, the Merger and the other transactions contemplated hereby. Xx. Xxxxxxx has full capacity to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the Tender Offer, the Merger and other transactions contemplated hereby. The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Offerors and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Offerors enforceable against each of them in accordance with its terms.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. Angeles Group has the necessary corporate power and authority to execute and deliver this Merger Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby by Angeles Group have been duly and validly authorized and approved by Angeles Group's Board of Directors and, by their execution of this Merger Agreement, the Shareholders and no other corporate proceedings on the part of Angeles Group are necessary to authorize or approve this Merger Agreement or to consummate the transactions contemplated hereby. This Merger Agreement 31 has been duly executed and delivered by Angeles Group and the Shareholders and constitutes the valid and binding obligation of Angeles Group enforceable against Angeles Group and the Shareholders in accordance with its terms except as such enforceability may be limited by general principles of equity or principles applicable to creditors' rights generally.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. Veramark has the necessary corporate power and authority to execute and deliver this Merger Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby by Veramark have been duly and validly authorized and approved by the Board of Directors of Veramark and no other corporate proceedings on the part of Veramark are necessary to authorize and approve this Merger Agreement or to consummate the transactions contemplated hereby. This Merger Agreement has been duly executed and delivered by Veramark, and constitutes the valid and binding obligation 42 of Veramark enforceable against it in accordance with its terms except as such enforceability may be limited by general principles of equity or principles applicable to creditors' rights generally.