Authorization and Validity of this Agreement. The Acquiree has all requisite authority and power (corporate and other), authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Acquiree is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Acquiree is a party, to perform its obligations under this Agreement and each of the Transaction Documents to which the Acquiree is a party, and to record the transfer of the Shares and the delivery of the new certificates representing the Shares registered in the name of the Acquiror. The execution, delivery and performance by the Acquiree of this Agreement and each of the Transaction Documents to which the Acquiree is a party have been duly authorized by all necessary corporate action and do not require from the Acquiree Board or the Acquiree Shareholder any consent or approval that has not been validly and lawfully obtained. The execution, delivery and performance by the Acquiree of this Agreement and each of the Transaction Documents to which the Acquiree is a party requires no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority or other Person.
Appears in 6 contracts
Samples: Share Exchange Agreement (Kirin International Holding, Inc.), Share Exchange Agreement (Kirin International Holding, Inc.), Share Exchange Agreement (Kirin International Holding, Inc.)
Authorization and Validity of this Agreement. The Acquiree Company has all requisite authority and power (corporate and other), authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Acquiree Company is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Acquiree Company is a party, to perform its obligations under this Agreement and each of the Transaction Documents to which the Acquiree Company is a party, and to record the transfer of the Shares and the delivery of the new certificates representing the Shares registered in the name of the AcquirorAcquiror Company. The execution, delivery and performance by the Acquiree Company of this Agreement and each of the Transaction Documents to which the Acquiree Company is a party have been duly authorized by all necessary corporate action and do not require from the Board of Directors of the Acquiree Board Company or the Acquiree Shareholder any consent or approval that has not been validly and lawfully obtained. The execution, delivery and performance by the Acquiree Company of this Agreement and each of the Transaction Documents to which the Acquiree Company is a party requires no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority or other Person.
Appears in 4 contracts
Samples: Share Exchange Agreement (Su Huibin), Share Exchange Agreement (CX Network Group, Inc.), Share Exchange Agreement (American Education Center, Inc.)
Authorization and Validity of this Agreement. The Acquiree Company has all requisite authority and power (corporate and other), authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Acquiree Company is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Acquiree Company is a party, to perform its obligations under this Agreement and each of the Transaction Documents to which the Acquiree Company is a party, and to record the transfer of the Shares and the delivery of the new certificates representing the Shares registered in the name of the AcquirorAcquiror Company. The execution, delivery and performance by the Acquiree Company of this Agreement and each of the Transaction Documents to which the Acquiree Company is a party have been duly authorized by all necessary corporate action and do not require from the Acquiree Board Company Managers or the Acquiree Shareholder Members any consent or approval that has not been validly and lawfully obtained. The execution, delivery and performance by the Acquiree Company of this Agreement and each of the Transaction Documents to which the Acquiree Company is a party requires no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority or other Person.
Appears in 2 contracts
Samples: Share Exchange Agreement (Diamir Biosciences Corp.), Share Exchange Agreement (Diamir Biosciences Corp.)
Authorization and Validity of this Agreement. The Acquiree has all requisite authority and power (corporate and other), authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Acquiree is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Acquiree is a party, to perform its obligations under this Agreement and each of the Transaction Documents to which the Acquiree is a party, and to record the transfer of the Shares and the delivery of the new certificates representing the Shares registered in the name of the Acquiror. The execution, delivery and performance by the Acquiree of this Agreement and each of the Transaction Documents to which the Acquiree is a party have been duly authorized by all necessary corporate action and do not require from the Acquiree Board or the Acquiree Shareholder Shareholders any consent or approval that has not been validly and lawfully obtained. The execution, delivery and performance by the Acquiree of this Agreement and each of the Transaction Documents to which the Acquiree is a party requires no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority or other Person.
Appears in 2 contracts
Samples: Share Exchange Agreement (Ciglarette, Inc.), Share Exchange Agreement (GSP-2, Inc.)
Authorization and Validity of this Agreement. The Acquiree Each of Merging Corporation and Hisense OE has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Acquiree it is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Acquiree it is a party, to perform its respective obligations under this Agreement and each of the Transaction Documents to which the Acquiree it is a party, and to record the transfer of the Shares and the delivery of the new certificates representing the Shares registered in the name of the AcquirorCompany. The execution, delivery and performance by the Acquiree Merging Corporation of this Agreement and each of the Transaction Documents to which the Acquiree Merging Corporation is a party have been duly authorized by all necessary corporate action and do not require from the Acquiree Merging Corporation’s Board of Directors or the Acquiree Shareholder shareholders any consent or approval that has not been validly and lawfully obtained. The execution, delivery and performance by the Acquiree Merging Corporation and Hisense OE of this Agreement and each of the Transaction Documents to which the Acquiree Merging Corporation or Hisense OE is a party requires no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority or other Person.
Appears in 1 contract