Authorization; Enforceability; No Breach. The Shareholder has all necessary power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of the Shareholder enforceable against it in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby will not:
(a) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which the Shareholder are parties or by or to which their or any of their assets or properties may be bound or subject;
(b) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Shareholder, or upon the properties or business of the Shareholder; or
(c) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect on the business or operations of the Shareholder.
Authorization; Enforceability; No Breach. Framewaves has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of Framewaves enforceable against Framewaves in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights. The execution, delivery and performance of this Agreement by Framewaves and the consummation of the transactions contemplated hereby will not:
(a) violate any provision of the Charter or By-Laws of Framewaves;
(b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which Framewaves is a party or by or to which it or any of its assets or properties may be bound or subject;
(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Framewaves, or upon the properties or business of Framewaves; or
(d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a Material Adverse Effect on the business or operations of Framewaves.
Authorization; Enforceability; No Breach. CDII has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of CDII enforceable against it in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement by CDII and the consummation of the transactions contemplated hereby will not:
(a) violate any provision of the Articles of Incorporation or By-Laws of CDII;
(b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which CDII is a party or by or to which it or any of its assets or properties may be bound or subject;
(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, CMAIM, or upon the properties or business of CDII;
(d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect on the business or operations of CDII.
Authorization; Enforceability; No Breach. AGT has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of AGT enforceable against it in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement by AGT and the consummation of the transactions contemplated hereby will not:
(a) violate any provision of the AGT’s Articles of Incorporation or its Bylaws;
(b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which AGT is a party or by or to which it or any of its assets or properties may be bound or subject;
(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, AGT or upon the properties or business of AGT; or
(d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect on the business or operations of AGT.
Authorization; Enforceability; No Breach. B6 Sigma has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of B6 Sigma enforceable against B6 Sigma in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights. The execution, delivery and performance of this Agreement by B6 Sigma and the consummation of the transactions contemplated hereby will not:
(a) violate any provision of the Charter or By-Laws of B6 Sigma;
(b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which B6 Sigma is a party or by or to which it or any of its assets or properties may be bound or subject;
Authorization; Enforceability; No Breach. CMAIM has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of CMAIM enforceable against it in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement by CMAIM and the consummation of the transactions contemplated hereby will not:
(a) violate any provision of the Articles of Incorporation or By-Laws of CMAIM;
(b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which CMAIM is a party or by or to which it or any of its assets or properties may be bound or subject;
(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, CMAIM or upon the properties or business of CMAIM; or
(d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect on the business or operations of CMAIM.
Authorization; Enforceability; No Breach. EVLO has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of EVLO enforceable against EVLO in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights. The execution, delivery and performance of this Agreement by EVLO and the consummation of the transactions contemplated hereby will not:
(a) violate any provision of the Charter or By-Laws of EVLO;
(b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which EVLO is a party or by or to which it or any of its assets or properties may be bound or subject;
(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, EVLO, or upon the properties or business of EVLO; or
(d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a Material Adverse Effect on the business or operations of EVLO.
Authorization; Enforceability; No Breach. Pinnacle has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of Pinnacle enforceable against Pinnacle in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights. The execution, delivery and performance of this Agreement by Pinnacle and the consummation of the transactions contemplated hereby will not:
(a) violate any provision of the Charter or By-Laws of Pinnacle;
(b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which Pinnacle is a party or by or to which it or any of its assets or properties may be bound or subject;
(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Pinnacle, or upon the properties or business of Pinnacle; or
(d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a Material Adverse Effect on the business or operations of Pinnacle.
Authorization; Enforceability; No Breach. CREH has the corporate right, power and authority to enter into and to perform and consummate its obligations under this Agreement. The board of directors of CREH, based on the recommendation of the Independent Committee (at a meeting duly called and held or acting by unanimous written consent), as of the date of this Agreement has: (a) determined that the Acquisition is advisable and fair to, and in the best interests of, CREH and its stockholders; (b) authorized, approved and adopted the execution, delivery and performance of this Agreement by CREH and approved the Acquisition; and (c) recommended the approval of this Agreement by the holders of CREH Common Stock. The affirmative vote of the holders of a majority of the voting power of the shares of CREH Common Stock outstanding on the record date has been or will be received prior to Closing. This Agreement constitutes the valid and binding obligation of CREH enforceable against CREH in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement by CREH and the consummation of the transactions contemplated hereby will not:
(a) violate any provision of the Charter or By-Laws of CREH;
(b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which CREH is a party or by or to which it or any of its assets or properties may be bound or subject;
(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, CREH, or upon the properties or business of CREH; or
(d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a Material Adverse Effect (as hereinafter defined) on the business or operations of CREH.
Authorization; Enforceability; No Breach. CureDM has all necessary limited liability company power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of CureDM enforceable against it in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement by CureDM and the consummation of the transactions contemplated hereby will not:
(a) violate any material provision of the CureDM Organizational Documents;
(b) violate, conflict with or result in the material breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any material contract or other agreement to which CureDM is a party or by or to which it or any of its assets or properties may be bound or subject;
(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, CureDM or upon the properties or business of CureDM; or
(d) to CureDM’s knowledge, violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein, which would have a Material Adverse Effect on CureDM. “Material Adverse Effect on CureDM” shall mean any effect or change that would be materially adverse to the business, assets, condition (financial or otherwise), operating results or operations of CureDM as they exist on the Closing Date, or on the ability of CureDM to consummate timely the transactions contemplated hereby, as the context requires.
