Authority to Merge. M3 has all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporate proceedings of M3 have been duly taken to authorize the execution, delivery, and performance of this Agreement by M3. This Agreement has been duly authorized, executed and delivered by M3; is the legal, valid, and binding obligation of M3; and is enforceable as to it in accordance with its terms subject to any laws relating to bankruptcy or any other similar laws. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration of filing with, any federal, state, local, or other governmental authority or any court or other tribunal is required by M3 for the execution, delivery, or performance of this Agreement by M3. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which M3 is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Agreement; and the execution, delivery, and performance of this Agreement will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the articles of incorporation (or other charter document) or bylaws of M3 or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on M3 or to which any of its operations, business, properties, or assets are subject.
Authority to Merge. The Signatories agree the Commission should grant Ameren Missouri authority to merge the special purpose entity TG High Prairie, LLC into Ameren Missouri with Ameren Missouri to be the surviving entity pursuant to § 393.190.1, as set forth in the Company's Application.
Authority to Merge. Litigation Dynamics has all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporate proceedings of Litigation Dynamics have been duly taken to authorize the execution, delivery, and performance of this Agreement by Litigation Dynamics. This Agreement has been duly authorized, executed and delivered by Litigation Dynamics and the Litigation Dynamics Shareholders; is the legal, valid, and binding obligation of Litigation Dynamics; and is enforceable as to it in accordance with its terms subject to any laws relating to bankruptcy or any other similar laws. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration of filing with, any federal, state, local, or other governmental authority or any court or other tribunal is required by Litigation Dynamics for the execution, delivery, or performance of this Agreement by Litigation Dynamics. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which Litigation Dynamics is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Agreement; and the execution, delivery, and performance of this Agreement will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the articles of incorporation (or other charter document) or bylaws of Litigation Dynamics or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on Litigation Dynamics or to which any of its operations, business, properties, or assets are subject.
Authority to Merge. DGBI has all requisite power and authority to execute, deliver and perform this Agreement. All necessary corporate proceedings of DGBI have been taken to authorize the execution, delivery and performance of this Agreement by DGBI, other than approval of the holders of DGBI Common Stock. This Agreement has been duly authorized, executed and de- livered by DGBI, constitutes the legal, valid and binding obligation of DGBI, and is enforceable as to it in accordance with its terms. Except as set forth elsewhere herein, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local or other governmental authority or any court or other tribunal is required by DGBI for the execution, delivery or performance of this Agreement by DGBI. No consent of any party to any contract, agreement, instrument, lease, arrangement or understanding to which DGBI is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Agreement (except for the consents referred to in Section D of the DGBI Disclosure Letter).
Authority to Merge. 24x7 has all requisite power and authority to execute, deliver and perform this Agreement. All necessary corporate proceedings of 24x7 have been taken to authorize the execution, delivery and performance of this Agreement by 24x7, other than approval of the holders of 24x7 Common Stock. This Agreement has been duly authorized, executed and de- livered by 24x7, constitutes the legal, valid and binding obligation of 24x7, and is enforceable as to it in accordance with its terms. Except as set forth elsewhere herein, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local or other governmental authority or any court or other tribunal is required by 24x7 for the execution, delivery or performance of this Agreement by 24x7. No consent of any party to any contract, agreement, instrument, lease, arrangement or understanding to which 24x7 is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Agreement (except for the consents referred to in Section D of the 24x7 Disclosure Letter). At the Effective Time, the Surviving Corp- oration will acquire all right, title and interest of 24x7 in and to all of its properties and assets, free and clear of all liens, mortgages, security interests, pledges, charges and encumbrances (except those listed in Section D of the 24x7 Disclosure Letter).
Authority to Merge. SuperYachts Holdings Inc. has all requisite power and authority to execute, deliver and perform this Agreement. All necessary corporate proceedings of SuperYachts Holdings Inc. have been taken to authorize the execution, delivery and performance of this Agreement by SuperYachts Holdings Inc., other than approval of the holders of SuperYachts Holdings Inc. Common Stock. This Agreement has been duly authorized, executed and delivered by SuperYachts Holdings Inc., constitutes the legal, valid and binding obligation of SuperYachts Holdings Inc., and is enforceable as to it in accordance with its terms. Except as set forth elsewhere herein, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local or other governmental authority or any court or other tribunal is required by SuperYachts Holdings Inc. for the execution, delivery or performance of this Agreement by SuperYachts Holdings Inc.. No consent of any party to any contract, agreement, instrument, lease, arrangement or understanding to which SuperYachts Holdings Inc. is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Agreement (except for the consents referred to in Section D of the SuperYachts Holdings Inc. Disclosure Letter). At the Effective Time, the Surviving Corporation will acquire all right, title and interest of SuperYachts Holdings Inc. in and to all of its properties and assets, free and clear of all liens, mortgages, security interests, pledges, charges and encumbrances (except those listed in Section D of the SuperYachts Holdings Inc. Disclosure Letter).
Authority to Merge. Mentor On Call Inc has all requisite power and authority to execute, deliver and perform this Agreement. All necessary corporate proceedings of Mentor On Call Inc have been taken to authorize the execution, delivery and performance of this Agreement by Mentor, other than approval of the holders of Mentor On Call Inc Common Stock. This Agreement has been duly authorized, executed and delivered by Mentor, constitutes the legal, valid and binding obligation of Mentor, and is enforceable as to it in accordance with its terms. Except as set forth elsewhere herein, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local or other governmental authority or any court or other tribunal is required by Mentor On Call Inc for the execution, delivery or performance of this Agreement by Mentor. No consent of any party to any contract, agreement, instrument, lease, arrangement or understanding to which Mentor On Call Inc is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Agreement (except for the consents referred to in Section D of the Mentor On Call Inc Disclosure Letter).
Authority to Merge. San West has all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporate proceedings of San West have been duly taken to authorize the execution, delivery, and performance of this Agreement by San West. This Agreement has been duly authorized, executed and delivered by San West; is the legal, valid, and binding obligation of San West; and is enforceable as to it in accordance with its terms subject to any laws relating to bankruptcy or any other similar laws. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration of filing with, any federal, state, local, or other governmental authority or any court or other tribunal is required by San West for the execution, delivery, or performance of this Agreement by San West. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which San West is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Agreement; and the execution, delivery, and performance of this Agreement will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the articles of incorporation (or other charter document) or bylaws of San West or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on San West or to which any of its operations, business, properties, or assets are subject.
Authority to Merge. RDGI has all requisite power and authority to execute, deliver and perform this Agreement. All necessary corporate proceedings of RDGI have been taken to authorize the execution, delivery and performance of this Agreement by RDGI, other than approval of the holders of RDGI Common Stock. This Agreement has been duly authorized, executed and delivered by RDGI, constitutes the legal, valid and binding obligation of RDGI, and is enforceable as to it in accordance with its terms. Except as set forth elsewhere herein, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local or other governmental authority or any court or other tribunal is required by RDGI for the execution, delivery or performance of this Agreement by RDGI. No consent of any party to any contract, agreement, instrument, lease, arrangement or understanding to which RDGI is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Agreement (except for the consents referred to in Section D of the RDGI Disclosure Letter).
Authority to Merge. VNI and Acquisition, as applicable, each has all requisite power and authority to execute, deliver, and perform this Agreement, and each of the Employment Agreements (together, the "Transaction Agreements"). All necessary corporate proceedings of VNI or Acquisition have been duly taken to authorize the execution, delivery, and performance of the Transaction Agreements by VNI and Acquisition (other than 61 approval of the holders of the requisite number of shares of VNI Common Stock in the case of this Agreement, if required). This Agreement has been duly authorized, executed, and delivered by VNI and Acquisition, constitutes the legal, valid, and binding obligation of VNI and Acquisition, and is enforceable as to them in accordance with its terms. Each of the Employment Agreements has been duly authorized by Acquisition and, upon the execution and delivery thereof by Acquisition and the satisfaction of the conditions set forth therein, will constitute legal, valid, and binding obligation of the Surviving Corporation enforceable as to it in accordance with its term. Except as otherwise set forth in this Agreement, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal is required by VNI or Acquisition for the execution, delivery, or performance of this Agreement by VNI or Acquisition. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal is required by VNI or Acquisition for the execution, delivery, or performance of any Employment Agreement by Acquisition. No consent of any party to any material contract, agreement, instrument, lease, license, arrangement, or understanding to which VNI or Acquisition is a party, or to which any of them or any of their respective businesses, properties, or assets are subject, is required for the execution, delivery, or performance of any Transaction Agreement (except such consents referred to in Section D of the VNI Disclosure Letter); and the execution, delivery, and performance of the Transaction Agreements will not (if the consents referred to in Section D of the VNI Disclosure Letter are obtained prior to the Effective Time) violate, result in a breach of, conflict with, or (with or without the giving of notice or th...
