Authorization for Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser (i) are within the Purchaser's corporate powers and duly authorized by all necessary corporate action on the part of the Purchaser and (ii) do not (A) require any action by or in respect of, or filing with, any governmental body, agency or official, except as set forth in this Agreement or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law applicable to Purchaser or any of its properties or any Contract to which the Purchaser or any of its properties is bound, except filings and approvals in connection with the Initial Public Offering.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Imagemax Inc), Asset Purchase Agreement (Imagemax Inc), Asset Purchase Agreement (Imagemax Inc)
Authorization for Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser (i) are within the Purchaser's corporate powers and duly authorized by all necessary corporate action on the part of the Purchaser and (ii) do not (A) require any action by or in respect of, or filing with, any governmental body, agency or official, except as set forth in this Agreement or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or a default under, any Requirement of Law applicable to the Purchaser or any of its properties or any Contract to which the Purchaser or any of its properties is bound, except filings and approvals in connection with the Initial Public Offering.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Imagemax Inc), Stock Purchase Agreement (Imagemax Inc)
Authorization for Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser (i) are within the Purchaser's corporate powers and duly authorized by all necessary corporate action on the part of the Purchaser and (ii) do not (A) require any action by or in respect of, or filing with, any governmental body, agency or official, except as set forth in this Agreement or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or a default under, any Requirement of Law applicable to the Purchaser or any of its properties or any Contract to which the Purchaser it or any of its properties is are bound, except filings and approvals in connection with the Initial Public Offering.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Imagemax Inc), Merger Agreement (Imagemax Inc)
Authorization for Agreement. The Seller's and Shareholders' execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser hereby: (i) are within the Purchaser's corporate their powers and authority, corporate or otherwise, and are duly authorized by all necessary corporate and shareholder action on the part of the Purchaser Seller and (ii) do not (A) require any action by or in respect of, or filing with, any governmental bodyGovernmental or Regulatory Authority, agency or official, except as set forth in this Agreement or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law applicable to Purchaser the Seller, the Shareholders or any of its or their properties or any Contract to which the Purchaser Seller, the Shareholders or any of its or their properties is bound, except filings bound or subject or (C) result in the creation of any Encumbrance or any obligation and approvals in connection with liability on any of the Initial Public OfferingPurchased Assets.
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Authorization for Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser (i) are within the Purchaser's corporate powers and duly authorized by all necessary corporate action on the part of the Purchaser and (ii) do not (A) require any action by or in respect of, or filing with, any governmental body, agency or official, except as set forth in this Agreement Agreement, or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law applicable to Purchaser the Purchaser, or any of its properties or any Contract to which the Purchaser Purchaser, or any of its properties is bound, except filings and approvals in connection with the Initial Public Offering.
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Authorization for Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Transactions by the Purchaser (i) are within the Purchaser's corporate powers and duly authorized by all necessary corporate and, if necessary, shareholder action on the part of the Purchaser and (ii) do not and will not (A) require any action by or in respect of, or filing with, any governmental body, agency Governmental or officialRegulatory Authority, except as set forth in this Agreement or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any of the Purchaser's Organizational Documents, any Requirement of Law applicable to Purchaser or any of its properties or any Contract to which the Purchaser or any of its properties is bound, except filings and approvals as set forth in connection with the Initial Public OfferingSchedule 4.2.
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Authorization for Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser (i) are within the Purchaser's and Parent's corporate powers and duly authorized by all necessary corporate action on the part of the Purchaser and Parent and (ii) do not (A) require any action by or in respect of, or filing with, any governmental body, agency or official, except as set forth in this Agreement or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law applicable to Purchaser Purchaser, Parent or any of its their properties or any Contract to which the Purchaser Purchaser, Parent or any of its their properties is bound, except filings and approvals in connection with the Initial Public Offering.
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Authorization for Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser Buyer (i) are within the PurchaserBuyer's corporate powers and duly authorized by all necessary corporate action on the part of the Purchaser Buyer and (ii) do not (A) require any action by or in respect of, or filing with, any governmental body, agency or official, except as set forth in this Agreement or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or a default under, any Requirement requirement of Law law applicable to Purchaser the Buyer or any of its properties or any Contract to which the Purchaser Buyer or any of its properties is bound, except filings and approvals in connection with the Initial Public Offering.
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Authorization for Agreement. The Seller's and the Members' execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser hereby: (i) are within the Purchaser's corporate their powers and authority, corporate or otherwise, and are duly authorized by all necessary corporate and member action on the part of the Purchaser Seller and (ii) do not (A) require any action by or in respect of, or filing with, any governmental bodyGovernmental or Regulatory Authority, agency or official, except as set forth in this Agreement or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law applicable to Purchaser the Seller, the Members or any of its or their properties or any Contract to which the Purchaser Seller, the Members or any of its or their properties is bound, except filings bound or subject or (C) result in the creation of any Encumbrance or any obligation and approvals in connection with liability on any of the Initial Public OfferingPurchased Assets.
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Authorization for Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser (i) are within the Purchaser's corporate powers and duly authorized by all necessary corporate action on the part of the Purchaser and (ii) do not (A) require any action by or in respect of, or filing with, any governmental body, agency or official, except as set forth in this Agreement or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law applicable to the Purchaser or any of its their properties or any Contract to which the Purchaser or any of its properties is bound, except filings and approvals in connection with the Initial Public Offering.
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Authorization for Agreement. The Seller's and Shareholder's execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser hereby: (i) are within the Purchaser's corporate their powers and authority, corporate or otherwise, and are duly authorized by all necessary corporate and shareholder action on the part of the Purchaser Seller and (ii) do not (A) require any action by or in respect of, or filing with, any governmental bodyGovernmental or Regulatory Authority, agency or official, except as set forth in this Agreement or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law ofLaw applicable to Purchaser the Seller, the Shareholder or any of its or his properties or any Contract to which the Purchaser Seller, the Shareholder or any of its or his properties is bound, except filings bound or subject or (C) result in the creation of any Encumbrance or any obligation and approvals in connection with liability on any of the Initial Public OfferingPurchased Assets.
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Authorization for Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser (i) are within the Purchaser's corporate powers and duly authorized by all necessary corporate action on the part of the Purchaser and (ii) do not (A) require any action by or in respect of, or filing with, any governmental body, agency or official, except as set forth in this Agreement or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law applicable to the Purchaser or any of its properties or any Contract to which the Purchaser or any of its properties is bound, except filings and approvals in connection with the Initial Public Offering.
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