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. 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. Capitol Group Holdings has all requisite power and ------------------- authority to execute, deliver, and perform this Plan of Merger. All necessary corporate proceedings of Capitol Group Holdings have been duly taken to authorize the execution, delivery, and performance of this Plan of Merger by Capitol Group Holdings. This Plan of Merger has been duly authorized, executed and delivered by Capitol Group Holdings; is the legal, valid, and binding obligation of Capitol Group Holdings; 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 Capitol Group Holdings for the execution, delivery, or performance of this Plan of Merger by Capitol Group Holdings. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which Capitol Group Holdings is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Plan of Merger; and the execution, delivery, and performance of this Plan of Merger 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 Capitol Group Holdings or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on Capitol Group Holdings or to which any of their operations, business, properties, or assets are subject.
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. The Company and the Company Subs have all requisite corporate power and authority to execute, deliver, and perform this Agreement, and each Certain Stockholder has all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporate proceedings of the Company and the Company Subs have been duly taken to authorize the execution, delivery, and performance of this Agreement by the Company. A resolution by the board of directors of the Company and the Company Subs and a majority of the Company Stockholders authorizing this Agreement will be provided at Closing. This Agreement and all exhibits hereto have been duly authorized, executed, and delivered by the Company, have been duly executed and delivered by the Certain Stockholders, and is enforceable as to them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 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 or any third party (each of the foregoing, a "Consent") is required by the Company, the Company Subs or any Certain Stockholder for the execution, delivery, or performance of this Agreement and exhibits by the Company or any Certain Stockholder. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Company, the Company Subs or any Company Stockholder is a party, or to which it or they or any of its or their properties or assets are subject, is required for the execution, delivery, or performance of this Agreement and exhibits (except [i] where the failure to obtain such Consent would not have a Material Adverse Effect on the Company or the Company Subs, or [ii] such consents referred to in Exhibit 2.7 will be obtained at or prior to the Closing Date, true and correct copies of will be delivered to EDG at Closing, or [iii] where the failure to obtain such consents would not have a Material Adverse Effect); and, except where such violation, breach, conflict or entitlement would...
