Authority Relative to. This Agreement. Each of Parent and Sub has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by each of Parent and Sub of the transactions contemplated hereby have been duly authorized by the Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Sub, and no other corporate action or proceedings on the part of either Parent or Sub (including without limitation any action by Parent's stockholders) are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Sub, as applicable, and constitutes a valid and binding agreement of each of Parent and Sub, enforceable against each of Parent and Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights and remedies generally or to general principles of equity.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Transitional Hospitals Corp), Agreement and Plan of Merger (Vencor Inc), Agreement and Plan of Merger (Transitional Hospitals Corp)
