Authorization by the Company. The Company represents and warrants to Executive that (i) it has the corporate power and authority to enter into this Agreement and to carry out its respective obligations hereunder; (ii) the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company; and (iii) this Agreement is a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws now or hereafter in effect relating to the enforcement of creditors' rights generally.
Authorization by the Company. The Company represents and warrants to the Executive that the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and that all corporate action required to be taken by the Company for the execution, delivery and performance of this Agreement has been duly and effectively taken.
Authorization by the Company. The Company has authorized the issue and sale to you of its 8.5% Convertible Subordinated Debentures (the "Debentures"), with the terms and rights set forth in the form of the Debenture attached to this Agreement as Exhibit B. The Debentures will be in the total principal amount, and will be divided among you, as shown on Exhibit A.
Authorization by the Company. The Company represents that this Agreement and the actions required of the Company herein have been authorized and approved by the Board of Directors of the Company.
Authorization by the Company. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. Assuming the due authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes a valid and binding agreement of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
(b) At a meeting duly called and held, or by unanimous written consent, the Company Board has unanimously determined that the Merger is fair to and in the best interests of the Shareholders and unanimously approved and adopted this Agreement and the transactions contemplated hereby (the “Board Approval”). The Shareholders of the Company have approved the Merger and transactions contemplated hereby (the “Shareholder Approval”). No other corporate actions on the part of the Company Board or the Shareholders are necessary in connection with the authorization, execution and delivery of this Agreement by the Company and the performance by the Company of the Merger and the other transactions contemplated hereby. The Company has delivered to Parent a certified copies of the Board Approval and the Shareholder Approval which have not been, revoked, rescinded or amended.
Authorization by the Company. This Agreement constitutes a valid and binding agreement of the Company, enforceability may be limited by applicable bankruptcy, insolvency, moratorium, and other similar laws relating to limiting or affecting the enforcement of creditors, rights generally; and neither the execution and delivery of this Agreement nor the consummation by the CCCX of the transaction contemplated hereby, nor compliance with any of the provisions hereof, will violate any statue, law rule or regulation or any order writ, injunction or decree of any court or governmental authority or violate or conflict with other constitute a default under (or give rise to any right of termination, cancellation or acceleration under) the terms or conditions or provisions of any note, bond, lease mortgage, obligation agreement, understanding, arrangement or restriction of any kind to which the Company is a party or by which the Company or its properties may be bound. No consent or approval of any governmental authority is required in connection with the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby.
Authorization by the Company. This Agreement and the Notes have been duly authorized by all necessary action on behalf of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).
Authorization by the Company. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and any other Transaction Agreements to which it is a party and, subject to the receipt of the Required Stockholder Consent, to consummate the Merger and the other transactions contemplated by this Agreement. Upon the delivery of the Company Stockholder Consent following the execution and delivery of this Agreement, the execution, delivery and performance by the Company of the Transaction Agreements to which it is a party and the consummation by the Company of the Merger and the other transactions contemplated by the Transaction Agreements to which it is a party have been or will be prior to Closing duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate action or proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by the Company of the Transaction Agreements to which it is a party or to consummate the transactions contemplated by the Transaction Agreements to which it is a party. The Transaction Agreements to which the Company is a party have been or, for those Transaction Agreements to be executed following the date hereof, will be at Closing duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties thereto, constitute a valid and binding obligation of the Company, enforceable against the Company 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. The board of directors of the Company, at a meeting duly called and held at which all directors of the Company were present or by written consent, as applicable, duly adopted resolutions (a) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated hereby, (b) determining that this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, the Holders, and (c) resolving to recommend the approval of this Agreement to the stockho...
Authorization by the Company. All actions necessary to ---------------------------- authorize the execution, delivery and performance of this Agreement by the Company and its shareholders, and the consummation of the transactions contemplated herein, shall have been duly and validly taken.
Authorization by the Company. The Company represents and warrants to Executive that the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and that all corporate action required to be taken by the Company for the execution, delivery and performance of this Agreement has been duly and effectively taken.
