Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law).
Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all requisite action, and no other proceedings on the part of the Seller are necessary to authorize the execution, delivery or performance of this Agreement.
(b) The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not and will not violate any provisions of the Seller’s Organizational Documents.
(c) The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not and will not: (i) conflict with, constitute a default under, result in a breach or violation of, or result in the creation of any Lien upon the Company Shares under, the provisions of any material contract to which the Seller is party or (ii) violate or result in a breach of any Law or Permit applicable to the Seller, except as would not have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
(d) This Agreement has been duly executed and delivered by the Seller and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Authorization; No Breach; Valid and Binding Agreement. Except as set forth on the attached AUTHORIZATION SCHEDULE, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action and no other corporate proceedings are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on the attached AUTHORIZATION SCHEDULE, the execution, delivery and performance of this Agreement by the Company, the Shareholders and the Optionholders do not conflict with, violate or result in any material breach of, constitute a material default under, result in a material violation of, result in the creation of any material lien, security interest, charge or encumbrance upon any material assets of the Company or any of its Subsidiaries, or require any material authorization, consent, approval, exemption or other action by or notice to any court or other governmental body, or employee representative or union or labor organization, or accelerate or otherwise alter the rights of any other party, under the provisions of the Company's or any of its Subsidiary's Certificate of Incorporation or By-laws or any material indenture, mortgage, lease, loan agreement, collective bargaining agreement or other agreement or instrument to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject. None of the foregoing items shall be deemed to be "material" unless the failure to meet the requirements thereof would, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms.
Authorization; No Breach; Valid and Binding Agreement. Other than the Required Company Stockholder Consent, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action, and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on the Authorization Schedule and except for the applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the execution, delivery and performance of this Agreement by the Company does not and the consummation of the transactions contemplated hereby will not conflict with or result in any material breach of, constitute a material default under, result in a material violation of, or result in the creation of any material Lien upon any material assets of the Company or its Subsidiaries under, the provisions of the Company’s or its Subsidiaries’ certificates or articles of formation or incorporation or bylaws or any agreement or instrument set forth on the attached Contracts Schedule, or any Law to which the Company or its Subsidiaries is subject. Assuming that this Agreement is a valid and binding obligation of the Purchaser and Merger Sub, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action, and no other limited liability company proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on the attached Authorization Schedule, the execution, delivery and performance of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any material breach of, constitute a material default under, result in a material violation of, give rise to a right of termination under, result in the creation of any material Lien upon any material assets of the Company or its Subsidiaries under, or require any material authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Entity under, the provisions of the Company’s or its Subsidiaries’ certificates or articles of formation or incorporation or bylaws or similar organizational documents or any material indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Company or its Subsidiaries is bound, or any Law to which the Company or its Subsidiaries is subject. Assuming that this Agreement is a valid and binding obligation of the Purchaser, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights generally and general principles of equity affecting the availability of specific performance and other equitable remedies.
Authorization; No Breach; Valid and Binding Agreement. Except for the Ultimate Parent Approval, the Company has all necessary corporate power and authority to enter into, execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Except for the Ultimate Parent Approval, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. The Company has duly executed and delivered this Agreement, and assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws’ affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (the “General Enforceability Exceptions”).
Authorization; No Breach; Valid and Binding Agreement. (except for clauses (ii) and (iii) of the second sentence thereof), 4.04 (Capitalization) or Section 4.19 (Brokerage).
Authorization; No Breach; Valid and Binding Agreement. (a) The Seller has full corporate power and authority to execute and deliver, and enter into, this Agreement, and subject to obtaining stockholder approval if required, to consummate the transactions contemplated by this Agreement. This Agreement is a legal, valid and binding agreement of Seller enforceable against Seller in accordance with its terms, subject to the laws of bankruptcy, insolvency and moratorium and other laws or equitable principles generally affecting creditors’ rights. Seller has obtained approval by its Board of Directors for the execution of this Agreement and the consummation of the transactions contemplated hereby. Other than obtaining the required corporate approval for the sale of the Purchased Assets and the filing of the Equity Transfer Agreement with the Governmental Authority in China, no consent, authorization, order or approval is required in connection with the execution and delivery by Seller of this Agreement.
(b) The execution, delivery, and performance by the Seller of this Agreement and the other Transaction Documents will not violate, conflict with, result in any breach of, or constitute a default under (i) the Seller’s organizational documents, or (ii) any law or (iii) result in the imposition of any material Lien over the Purchased Assets.
Authorization; No Breach; Valid and Binding Agreement. (a) The Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, and the Purchaser has duly executed and delivered this Agreement. The execution, delivery and performance by the Purchaser of this Agreement, the Transaction Documents to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby have been duly and validly approved by all requisite corporate action.
(b) The execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate, conflict with, result in any breach of, or constitute a default under any of the provisions of any of the Purchaser’s organizational documents or (ii) result in a material breach or material violation by the Purchaser of any of the terms, conditions or provisions of any law or regulation to which the Purchaser is subject.
(c) This Agreement is a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms.
Authorization; No Breach; Valid and Binding Agreement. Except as set forth on Schedule 3.02, the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) violate or result in a breach of or constitute a default under any applicable Law or Registration applicable to the Company, (ii) conflict with, breach, violate, or require any consent under, the provisions of the Company’s Organizational Documents, or (iii) result in any breach or violation of, constitute a default under, or result in the termination, cancellation, modification or acceleration of any right or obligation of the Company under, or result in the creation of any Lien upon any assets of the Company under, or require any authorization, consent, approval, exemption, or other action by or notice to any Governmental Entity or other third party under, any Material Contract (in each case, whether with or without notice or the lapse of time or both). Assuming that this Agreement is a valid and binding obligation of the other parties hereto and that each Ancillary Agreement to which the Company is a party will be a valid and binding obligation of the other parties thereto (as applicable), this Agreement constitutes, and each Ancillary Agreement to which Purchaser is a party will constitute, a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No other vote of the holders of any class or series of capital stock of the Company is required to adopt this Agreement and approve the transactions contemplated hereby.
