Authorization by Parent and Merger Subsidiary Sample Clauses

Authorization by Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary has all requisite power (corporate or otherwise) and authority to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party, and to consummate the Merger and the other transactions contemplated by the Transaction Agreements. The execution, delivery and performance by each of Parent and Merger Subsidiary of the Transaction Agreements to which it is a party and the consummation by each of them of the Merger and the other transactions contemplated by the Transaction Agreements have been or will be prior to Closing duly and validly authorized by all necessary action (corporate or otherwise) on the part of Parent and Merger Subsidiary and no other proceedings (corporate or otherwise) on the part of Parent or Merger Subsidiary are necessary to authorize the execution, delivery and performance by either of Parent or Merger Subsidiary of the Transaction Agreements to which it is a party or to consummate the Merger or the other transactions contemplated by the Transaction Agreements to which it is a party other than the adoption of this Agreement by Parent in its capacity as the sole stockholder of Merger Subsidiary. The Transaction Agreements to which either Parent or Merger Subsidiary (or both) is a party have been or, for those Transaction Agreement to be executed following the date hereof, will be at Closing duly executed and delivered by Parent or Merger Subsidiary (or both), as the case may be, and, assuming due authorization, execution and delivery by the other parties thereto, constitute, or will constitute at Closing, a valid and binding obligation of Parent or Merger Subsidiary (or both), as the case may be, enforceable against them in accordance with the terms therein, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at Law or in equity) and the discretion of a court before which any proceeding therefor may be brought.
Sample 1
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Related to Authorization by Parent and Merger Subsidiary

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Performance of Obligations of Parent and Merger Sub Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Obligations of Merger Sub Parent shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and subject to the conditions set forth in this Agreement.

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