Common use of Authorization; Enforceability; Absence of Conflicts; Required Consents Clause in Contracts

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is a party, and the effectuation of the Merger and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those Governmental Requirements.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Timmons Gorden H), Railworks Corp, Apple Orthodontix Inc

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Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is or will be a party, and the effectuation of the Merger and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the all applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those all applicable Governmental RequirementsRequirements of the Organization State.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Omnilynx Communications Corp), Work International Corp

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company Purchaser of this Agreement and each other Transaction Document to which it is a party, and the effectuation of the Merger Acquisition and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those the applicable Governmental RequirementsRequirements of its Organization State.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Omega Protein Corp), Asset Purchase Agreement (Omega Protein Corp)

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is a party, and the effectuation of the Merger Acquisition and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those Governmental Requirements.

Appears in 2 contracts

Samples: Merger Agreement (Innovative Valve Technologies Inc), Agreement and Plan of Reorganization (American Residential Services Inc)

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery delivery, and performance by the Company IDG of this Acquisition Agreement and each other Transaction Document to which it is a party, and the effectuation consummation of the Merger Acquisition Transaction and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization State State, and have has been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required as may be permitted under its Charter Documents and those the applicable Governmental RequirementsRequirements of its Organization State.

Appears in 1 contract

Samples: Industrial Distribution Group Inc

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company ARS of this Agreement and each other Transaction Document to which it is a party, and the effectuation of the Merger Acquisition and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization the State of Delaware and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those the applicable Governmental RequirementsRequirements of its Organization State.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (American Residential Services Inc)

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company each of Purchaser and Merger Sub of this Agreement and each other Transaction Document to which it is a party, and the effectuation of the Merger and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those the applicable Governmental RequirementsRequirements of its Organization State.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Omnilynx Communications Corp)

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is a party, and the effectuation of the Merger and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the all applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those all applicable Governmental Requirements.

Appears in 1 contract

Samples: Triad Medical Inc

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company each of Invatec and Invatec Sub of this Agreement and each other Transaction Document to which it is a party, and the effectuation of the Merger Acquisition and the other transactions contemplated hereby and thereby, are within its corporate or other company power under its Charter Documents and the applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those the applicable Governmental RequirementsRequirements of its Organization State.

Appears in 1 contract

Samples: Merger Agreement (Innovative Valve Technologies Inc)

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is a party, and the effectuation of the Merger and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those the applicable Governmental Requirements.

Appears in 1 contract

Samples: Stock Purchase Agreement (Railworks Corp)

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company each of Purchaser and Newco of this Agreement and each other Transaction Document to which it is a party, and the effectuation of the Merger and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those the applicable Governmental RequirementsRequirements of its Organization State.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Omnilynx Communications Corp)

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Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company each of WORK and Newco of this Agreement and each other Transaction Document to which it is or will be a party, and the effectuation of the Merger and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those the applicable Governmental RequirementsRequirements of its Organization State.

Appears in 1 contract

Samples: Work International Corp

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is or will be a party, and the effectuation of the Merger and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the all applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those all applicable Governmental RequirementsRequirements Organization State.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Omnilynx Communications Corp)

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is a party, and the effectuation carrying into effect of the Merger Acquisition and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those Governmental Requirements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Omega Protein Corp)

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company each Selling Party of this Agreement and each other Transaction Document to which it is a party, and the effectuation carrying into effect of the Merger Acquisition and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those Governmental Requirements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Omega Protein Corp)

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is or will be a party, and the effectuation of the Merger and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the all applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those all applicable material Governmental RequirementsRequirements of its Organization State.

Appears in 1 contract

Samples: Oei International Inc

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery delivery, and performance by the Company of this Acquisition Agreement and each other Transaction Document to which it is a party, and the effectuation consummation of the Merger Acquisition Transaction and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those Governmental Requirements.

Appears in 1 contract

Samples: Industrial Distribution Group Inc

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery delivery, and performance by the Company each of IDG and Newco of this Merger Agreement and each other Transaction Document to which it is a party, and the effectuation consummation of the Merger Transaction and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization State State, and have has been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, as may be required under its Charter Documents and those the applicable Governmental RequirementsRequirements of its Organization State.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Industrial Distribution Group Inc)

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