Authorization, Etc. Stockholder has the requisite power, authority and capacity to execute and deliver this Agreement and to perform Stockholder’s obligations hereunder. This Agreement has been duly executed and delivered by Stockholder and constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.
Appears in 12 contracts
Samples: Voting Agreement (Momentive Global Inc.), Voting Agreement (Momentive Global Inc.), Voting Agreement (Momentive Global Inc.)
Authorization, Etc. Stockholder has the requisite absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform Stockholder’s obligations hereunder. This Agreement has been duly executed and delivered by Stockholder and constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: to (ai) laws of general application relating to bankruptcy, insolvency and the relief of debtors; debtors and (bii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Appears in 8 contracts
Samples: Stockholder Agreement (Peets Coffee & Tea Inc), Stockholder Agreement (Diedrich Coffee Inc), Stockholder Agreement (Diedrich Coffee Inc)
Authorization, Etc. Stockholder has the requisite absolute and unrestricted ------------------ right, power, authority and capacity to execute and deliver this Agreement and to perform Stockholder’s his obligations hereunderhereunder and thereunder. This Agreement has been duly executed and delivered by Stockholder and constitutes a legal, valid and binding obligation obligations of Stockholder, enforceable against Stockholder in accordance with its their terms, subject to: to (ai) laws of general application relating to bankruptcy, insolvency and the relief of debtors; , and (bii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Appears in 7 contracts
Samples: Tender Agreement (Guest Supply Inc), Tender Agreement (Guest Supply Inc), Tender Agreement (Guest Supply Inc)
Authorization, Etc. Stockholder has the requisite absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform Stockholder’s 's obligations hereunderhereunder and thereunder. This Agreement has been duly executed and delivered by Stockholder and constitutes a the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: to (ai) laws of general application relating to bankruptcy, insolvency and the relief of debtors; , and (bii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Appears in 6 contracts
Samples: Tender Agreement (American Express Co), Tender Agreement (American Express Co), Tender Agreement (American Express Co)
Authorization, Etc. The Stockholder has the requisite power, authority and legal capacity to execute execute, deliver and deliver this Agreement perform and to perform Stockholder’s obligations hereunderconsummate the transactions contemplated by this Agreement. This Agreement The Stockholder has been duly executed and delivered by Stockholder and this Agreement. This Agreement constitutes a the legal, valid and binding obligation obligations of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to: (a) laws of general application relating to except as such enforcement may be limited by any applicable bankruptcy, insolvency and the relief of debtors; and (b) rules of insolvency, moratorium or similar law governing specific performance, injunctive relief and other equitable remediesaffecting creditors' rights generally.
Appears in 4 contracts
Samples: Settlement Agreement (Commerce Energy Group Inc), Voting and Standstill Agreement (Commerce Energy Group Inc), Voting and Standstill Agreement (Commerce Energy Group Inc)
Authorization, Etc. Stockholder has the requisite absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform Stockholder’s obligations hereunder. This Agreement has been duly executed and delivered by Stockholder and constitutes a the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.
Appears in 3 contracts
Samples: Voting Agreement, Voting Agreement (Cavium, Inc.), Voting Agreement (Marvell Technology Group LTD)
Authorization, Etc. The Stockholder has the requisite power, authority and legal capacity to execute execute, deliver and deliver this Agreement perform and to perform Stockholder’s obligations hereunderconsummate the transactions contemplated by this Agreement. This Agreement The Stockholder has been duly executed and delivered by Stockholder and this Agreement. This Agreement constitutes a the legal, valid and binding obligation obligations of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to: (a) laws of general application relating to except as such enforcement may be limited by any applicable bankruptcy, insolvency and the relief of debtors; and (b) rules of insolvency, moratorium or similar law governing specific performance, injunctive relief and other equitable remediesaffecting creditors’ rights generally.
Appears in 2 contracts
Samples: Voting and Standstill Agreement (Commerce Energy Group, Inc.), Separation Agreement (Commerce Energy Group, Inc.)
Authorization, Etc. Stockholder has the requisite right, power, authority and capacity to execute and deliver this Agreement and to perform Stockholder’s obligations hereunder. This Agreement has been duly executed and delivered by Stockholder and constitutes a the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: (a) laws Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law Law governing specific performance, injunctive relief and other equitable remedies.
Appears in 2 contracts
Samples: Stockholder Support Agreement (Manning & Napier, Inc.), Stockholder Support Agreement (Mayer Marc O)
Authorization, Etc. Stockholder has the requisite absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform Stockholder’s obligations hereunderhereunder and thereunder. This Agreement has have been duly executed and delivered by Stockholder and constitutes a constitute legal, valid and binding obligation obligations of Stockholder, enforceable against Stockholder in accordance with its termstheir terms (except as to the effect, subject to: (a) laws if any, of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions).
Appears in 2 contracts
Samples: Stockholder Agreement (Cv Therapeutics Inc), Stockholder Agreement (Gilead Sciences Inc)
Authorization, Etc. Stockholder has the requisite absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform Stockholder’s obligations hereunder. This Agreement has been duly executed and delivered by Stockholder and constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, terms (subject to: (a) laws of general application relating to applicable bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performanceinsolvency, injunctive relief fraudulent transfer, reorganization, moratorium and other equitable remedieslaws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law).
Appears in 2 contracts
Samples: Tender and Voting Agreement (Pappajohn John), Tender and Voting Agreement (Conmed Healthcare Management, Inc.)
Authorization, Etc. Stockholder has the requisite absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform Stockholder’s his obligations hereunderhereunder and thereunder. This Agreement has been duly executed and delivered by Stockholder and constitutes a legal, valid and binding obligation obligations of Stockholder, enforceable against Stockholder in accordance with its their terms, subject to: to (ai) laws of general application relating to bankruptcy, insolvency and the relief of debtors; , and (bii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Appears in 1 contract
Samples: Tender Agreement (Sysco Corp)
Authorization, Etc. The Stockholder has the requisite power, power and authority and capacity to execute and deliver this Agreement and the documents and instruments contemplated hereby and to perform Stockholder’s obligations hereundercarry out the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder and constitutes a legal, valid and binding obligation agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to: except that (ai) laws of general application relating to the enforceability hereof may be limited by bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performanceinsolvency, injunctive relief and other equitable remedies.- 5 -
Appears in 1 contract
Authorization, Etc. Such Stockholder has the requisite absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and constitutes a the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to: :
(a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.
Appears in 1 contract
Samples: Voting Agreement
Authorization, Etc. Stockholder has the requisite absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform Stockholder’s obligations hereunder. This Agreement has been duly executed and delivered by Stockholder and constitutes a legal, valid and binding obligation obligations of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: (a) laws Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.3
Appears in 1 contract
Samples: Voting and Support Agreement (Altisource Portfolio Solutions S.A.)