Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions. (c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub or (ii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event described in items (i) or (ii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Pfizer Inc), Merger Agreement (Encysive Pharmaceuticals Inc)
Authorization; No Conflict. (a) 2.1 Each of Parent the Wynn Obligors and Merger Sub the Company has taken all necessary corporate or limited liability company action, as the requisite corporate power case may be, to authorize the execution, delivery and authority performance of the Transaction Documents to enter into and deliver this Agreement and all other agreements and documents contemplated hereby which it is a party. Neither the execution, delivery or performance of each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery nor the consummation of this Agreement the transactions contemplated thereby:
(a) by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder each Wynn Obligor and the consummation by Parent and Merger Sub of Company does or will contravene the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no formation or constitutional documents or any other corporate proceedings material Legal Requirement then applicable to or binding on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.each such Obligor; or
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded does or modified will contravene or result in any waybreach or constitute any default under, approved this Agreement, or result in or require the Offer, the Merger and the other Transactions.
(c) None creation or imposition of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any Lien upon any of the provisions herein will (i) result in Properties of any Wynn Obligor or the Company or under any security or agreement or instrument to which any Wynn Obligor or the Company is a violation party or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub or (ii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Merger Sub by which it or any of their its respective properties may be bound, except for Permitted Liens or assets other than any such event described in items (i) or (ii) whichas could not, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies .
2.2 Save in respect of the certificate of incorporation and bylaws of Merger Sub that have been provided authorisation by the Macau SAR required to be given in accordance with the Land Concession Consent Agreement in relation to the Company are complete Land Security Assignment and correct copies the notice required to be given to the Macau SAR in relation to the Assignment of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consentRights, approval, order no consent or authorization of, or registration, declaration or filing with, notice to or other act by or in respect of, any Governmental Authority or any Person is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance borrowings under the Senior Finance Documents or with the rules execution, delivery, performance, validity or enforceability of Nasdaq any of the Transaction Documents, except consents, authorisations, filings, registrations and the NYSE, notices described in Schedule 2 (vConditions Precedent) and relevant national implementations thereof, Schedule 12 (viPermits) compliance with the “blue sky” laws of various states, and (vii) such which consents, approvals, orders, authorizationsauthorisations, registrations, declarations filings and notices have, unless otherwise indicated on such schedule, been obtained or filingsmade and are in full force and effect) or, the lack of which, individually or in the aggregatecase of any Transaction Documents entered into after the date of the Initial Advance under the Term Loan Facilities, has not had as have been obtained or made and would not reasonably are in full force and effect at the time this representation is deemed to be expected to have a Parent Material Adverse Effectmade.
Appears in 2 contracts
Samples: Common Terms Agreement (Wynn Resorts LTD), Common Terms Agreement (Wynn Resorts LTD)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, Sub nor the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub or Sub, (ii) subject result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to obtaining a right of purchase (including pursuant to any right of first refusal or making the consentslike) under, approvalsor accelerate the performance required by, ordersor result in a right of termination or acceleration under, authorizationsor result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, registrations, declarations and filings referred conditions or provisions of any material Contract to in paragraph which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (diii) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iiiii) whichthat, individually or in the aggregate, has have not had and would not reasonably be expected likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (KI NutriCare, Inc.), Merger Agreement (Allergy Research Group Inc)
Authorization; No Conflict. (a) Each of Parent Harpoon has full legal right and Merger Sub has the all requisite corporate power and authority to enter into execute and deliver this Agreement and all other agreements and documents each of the Transaction Documents, to consummate the transactions contemplated hereby to which it is a party thereby and to carry out perform its obligations hereunder and thereunder. The execution and delivery by Harpoon of this Agreement by Parent and Merger Subeach of the Transaction Documents, the performance by Parent and Merger Sub consummation of their respective obligations hereunder the transactions contemplated thereby and the consummation by Parent and Merger Sub performance of the Transactions its obligations thereunder have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other all necessary corporate proceedings action on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub Harpoon. Each of the Transactions. This Agreement Transaction Documents has been duly and validly executed and delivered by Parent and Merger Sub Harpoon and constitutes a valid and binding obligation of Parent and Merger SubHarpoon, enforceable against Parent and Merger Sub it in accordance with its terms, subject to other than the Bankruptcy Sublease, which shall be executed and Equity Exceptiondelivered by Harpoon upon the Series B Closing and shall thereupon constitute a valid and binding obligation of Harpoon, enforceable against it in accordance with its terms.
(b) The respective Board of Directors of each of Parent execution, delivery and Merger Sub has, by resolutions duly adopted by the requisite vote performance of the directors present at a meeting of such boardTransaction Documents by Harpoon, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None consummation of the execution transactions contemplated thereby (including the Distribution), do not and delivery will not, with or without notice, lapse of this Agreement by Parent time or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will both: (i) conflict with or result in a breach or violation of the Charter Documents or breach any resolution, action or written consent of the board of directors or conflict with the certificate or articles stockholders of incorporation or bylaws of Parent or Merger Sub or Harpoon; (ii) subject to obtaining or making the consentsrequire any consent, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event described in items (i) or (ii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consentwaiver, approval, order declaration or authorization of, or registration, declaration notice to or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, Entity; (iii) conflict with, result in a default, modification or termination under, give any Person a right of termination, cancellation, acceleration, suspension or revocation under, result in the filing with loss of a material benefit or the SEC imposition of any obligation under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Transferred Contract or permit to which Harpoon is a party or by which Harpoon or any of the Offer Documents and such reports under Sections 13 Transferred Assets are bound, which consent, waiver, approval, notice, filing, declaration or 16 of authorization has not been obtained or given on or before the Exchange Act, as may be required in connection with this Agreement and the Transactions, date hereof; (iv) compliance with result in the rules creation or imposition of Nasdaq and the NYSE, any Lien on any Transferred Assets; or (v) and relevant national implementations thereofviolate any Law to which Harpoon, (vi) compliance the Business or any of the Transferred Assets are subject or bound. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the “blue sky” laws Securities and Exchange Commission pursuant to Rule 406 of various statesthe Securities Act of 1933, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectas amended.
Appears in 2 contracts
Samples: Asset Transfer Agreement (Harpoon Therapeutics, Inc.), Asset Transfer Agreement (Harpoon Therapeutics, Inc.)
Authorization; No Conflict. (a) Each Assuming the accuracy of Section 4.26, each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the respective Boards of Directors Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub, and no . No other corporate proceedings on the part of Parent or Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to the Bankruptcy and Equity Exceptionor affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, Sub nor the consummation by Parent or Merger Sub of the Transactions or transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws organizational documents of Parent or Merger Sub any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) belowSection 5.3(c), violate any Judgment judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or Merger Sub any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (iii) or (iiiii) which, individually or in the aggregate, has which does not had and would not reasonably be expected to have constitute a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(dc) No consentExcept for filings, approvalpermits, order authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or authorization competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, or registration, declaration or filing with, any Governmental Authority Entity is necessary to be obtained or made for the execution and delivery by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactionstransactions contemplated hereby, except for (i) compliance with where the DGCL, with respect failure to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and obtain such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orderspermits, authorizations, registrations, declarations consents or filings, the lack of which, individually approvals or in the aggregate, has to make such filings or give such notices does not had and would not reasonably be expected to have constitute a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Baker Hughes Inc), Merger Agreement (Bj Services Co)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a legal, valid and binding obligation of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Parent and Merger Sub in accordance with its terms, subject in each case to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions or nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub or Sub, (ii) subject to obtaining or making assuming compliance with the consents, approvals, orders, authorizations, registrations, declarations and filings matters referred to in paragraph (d) belowSection 6.3(c), violate conflict with or result in a violation or breach of any applicable Judgment or Law any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub or any of their respective properties its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any Authorization affecting, or relating in any way to, the assets other than any such event described in items (i) or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, except as would not, in the case of each of clauses (ii), (iii) whichand (iv), reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing with, any Governmental Authority, except for (i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) compliance with and filings pursuant to the HSR Act and applicable Antitrust Laws, if any, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other United States state or federal securities Laws, (iv) compliance with any NASDAQ rules and (v) actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Salix Pharmaceuticals LTD)
Authorization; No Conflict. (a) Each The execution, delivery and performance by each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent (and Merger Subwith respect to Parent, the performance by Parent and Merger Sub of their respective obligations hereunder CVR Agreement) and the consummation by each of Parent and Merger Sub of the Merger and the other Transactions have been duly authorized by are within the respective Boards of Directors corporate or similar powers of Parent and Merger Sub, as applicable, and, subject to the completion of the actions contemplated by Section 5.14, have been duly authorized by all necessary corporate or similar action on the part of each of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and the other Transactions. Each of Parent and Mxxxxx Sub has duly executed and delivered this Agreement (and with respect to Parent, the CVR Agreement) and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding agreement of this Agreement, the performance by each of Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, terms (subject to the Bankruptcy applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionother laws affecting creditors’ rights generally and general principles of equity).
(b) The respective Board execution, delivery and performance by Mxxxxx Sub and Parent of Directors of each of Parent this Agreement (and with respect to Parent, the CVR Agreement) and the consummation by Merger Sub has, by resolutions duly adopted by the requisite vote and Parent of the directors present at Transactions require no Consent of any Governmental Authority, other than (i) the filing of a meeting certificate of such boardmerger with respect to the Merger with the Delaware Secretary of State, and not subsequently rescinded or modified (ii) compliance with any applicable requirements set forth on Section 4.2 of the Parent Disclosure Schedules, (iii) the filing of any reports under the Exchange Act as may be required in any way, approved connection with this Agreement, the OfferMerger, and the other Transactions including pursuant to Schedule 13D, (iv) compliance with applicable state securities or “blue sky” Laws and the securities Laws of any foreign country or any applicable rules of Nasdaq, and (v) any additional Consents with any other Governmental Authority, except, in the case of clause (v), those that the failure of which to make or obtain, individually or in the aggregate, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger and the other Transactions.
(c) None of the execution The execution, delivery and delivery performance by Mxxxxx Sub and Parent of this Agreement by Parent or Merger Sub(and with respect to Parent, the CVR Agreement) and the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of Transactions, including the provisions herein Merger, do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Merger Sub and Parent, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the certificate matters referred to in Section 4.2(b), result in any breach of or articles constitute a default (or an event that with notice or lapse of incorporation time or bylaws both would become a default) under, result in Parent or Merger Sub’s loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or Merger Sub is a party, or (iv) result in the creation or imposition of any Lien on any asset of Parent or Merger Sub or Sub, except, in the case of each of clauses (ii) subject to obtaining or making the consentsthrough (iv), approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than for any such event described in items (i) contravention, conflict, violation, breach, default, loss, payment, liability, alteration, right, Consent requirement, Lien or (ii) whichother occurrence that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in material adverse effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or ability to consummate the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the other Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (NeuroMetrix, Inc.), Merger Agreement (electroCore, Inc.)
Authorization; No Conflict. (a) Each of Parent and Merger Sub Buyer has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger SubBuyer, the performance by Parent and Merger Sub Buyer of their respective its obligations hereunder and the consummation by Parent and Merger Sub Buyer of the Transactions transactions contemplated hereby have been duly authorized by the respective Boards Board of Directors of Parent and Merger Sub, and no Buyer. No other corporate proceedings on the part of Parent Buyer or Merger Sub (including any vote of any class or series of outstanding capital stock) the Buyer Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub Buyer of their respective its obligations hereunder and the consummation by Parent and Merger Sub Buyer of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent Buyer, and Merger Sub assuming the due authorization, execution and delivery by the Seller, constitutes a valid and binding obligation of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub in accordance with its terms, subject except to the Bankruptcy and Equity Exceptionextent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger SubBuyer, nor the consummation by Parent or Merger Sub Buyer of the Transactions or transactions contemplated hereby nor compliance by Parent or Merger Sub Buyer with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation incorporation, bylaws or bylaws other organizational documents of Parent Buyer or Merger Sub any of the Buyer Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination, conversion (with respect to any security) or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Buyer or any of the Buyer Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or any Buyer Subsidiary under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Buyer or any of the Buyer Subsidiaries is a party or by which Buyer or any of the Buyer Subsidiaries or any of their respective properties or assets may be bound or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dc) below, violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Parent Buyer or Merger Sub any of the Buyer Subsidiaries or any of their respective properties or assets other than any such event described in items clauses (iii) or (iiiii) which, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Parent Buyer Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority governmental or regulatory authority is necessary to be obtained or made by Parent, Buyer or any Parent Buyer Subsidiary or Merger Sub in connection with Parent’s or Merger SubBuyer’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub Buyer of the Transactionstransactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (viii) compliance with the “blue sky” laws of various states, and (vii) except where the failure to obtain or take such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichaction, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Parent Buyer Material Adverse Effect.
Appears in 2 contracts
Samples: Equity Purchase Agreement, Equity Purchase Agreement (Sandridge Energy Inc)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and the Tender and Voting Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Tender and Voting Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Each of this Agreement and the Tender and Voting Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, has approved this Agreement, the Tender and Voting Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or nor compliance by Parent or Merger Sub with any of the provisions herein will will: (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub; (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or Merger Sub is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound, or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) belowSection 4.3(d), violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event described in items (iii) or and (iiiii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for for: (i) compliance with the DGCL, DGCL with respect to the filing of the Certificate of Merger, ; (ii) compliance with and filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods required by, applicable Governmental Authorities, including under the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, Act; (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or and 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, ; (iv) compliance with Ohio Revised Code Section 1707.041; and (v) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse EffectAmex.
Appears in 2 contracts
Samples: Merger Agreement (Hawk Corp), Merger Agreement (Carlisle Companies Inc)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and by Parent as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, assuming due and valid authorization, execution and delivery thereof by the Company, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such boardadopted, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the OfferPlan of Merger, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, Sub nor the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation incorporation, bylaws or bylaws other charter documents of Parent or Merger Sub; (ii) result in a modification, violation or breach of, increased or accelerated liability or obligations under or conflict with any provisions of, or result in the loss of any benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound; or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings Consents referred to in paragraph (dSection 3.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (iii) or (iiiii) whichthat have not had and that would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order Consent with or authorization of, or registration, declaration or filing with, of any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub or any other Subsidiary of Parent in connection with Parent’s or Merger Sub’s execution, execution and delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate Articles of Merger, Merger with the Secretary of State of the State of Minnesota and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business; (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, Act as may be required in connection with this Agreement and the Transactions, ; (iviii) compliance with the rules of Nasdaq NASDAQ; (iv) such Consents as may be required under the HSR Act and under the NYSE, Other Antitrust Laws set forth in Section 6.1(c) of the Company Disclosure Letter; (v) and relevant national implementations thereofsuch Consents as may be required under any applicable foreign or state securities, (vi) compliance with the “blue sky” laws of various states, or takeover law; and (viivi) such consents, approvals, orders, authorizations, registrations, declarations other Consents which if not obtained or filings, the lack of whichmade would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Insight Enterprises Inc), Merger Agreement (Datalink Corp)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the respective Boards of Directors of each of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject except to the Bankruptcy and Equity Exceptionextent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions or transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or Merger Sub under any of the terms, conditions or provisions of, any Contract of any kind to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dc) below, violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Parent or Merger Sub any of its Subsidiaries or any of their respective properties or assets other than any such event described in items (iii) or (iiiii) which, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(dc) No Other than in connection with or in compliance with the provisions of (i) the DGCL, (ii) the Exchange Act, (iii) the HSR Act and (iv) competition approvals in foreign countries, if applicable, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or Person is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactionstransactions contemplated hereby, except for (i) compliance with where the DGCL, with respect failure to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and obtain or take such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichaction, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the TransactionsTransactions (other than adoption of this Agreement by Parent as sole stockholder of Merger Sub which shall occur promptly after the execution and delivery hereof). This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration or a material change in financial terms under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, Contract, lease, agreement or other instrument or obligation of any kind to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dc) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event described in items (iii) or (iiiii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(dc) No consent, approval, order or authorization of, or registration, declaration or filing with, Consent of any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, DGCL with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign any other applicable competition and or antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure LetterLaws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, Act as may be required in connection with this Agreement and the Transactions, Transactions and (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various statesNasdaq, and (vii) except where the failure to obtain such consents, approvals, orders, authorizations, registrations, declarations Consents or filings, the lack of whichtake such action, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Ceradyne Inc)
Authorization; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Parent and the Acquiror, enforceable against the Parent or the Acquiror, as the case may be, in accordance with its terms. Upon the execution and delivery by the Parent and/or the Acquiror of the Transaction Documents to which it is a party, such Transaction Documents will constitute the legal, valid and binding obligations of the Parent or the Acquiror, as the case may be, enforceable against the Parent or the Acquiror, as the case may be, in accordance with their respective terms, except where such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Each of the Parent and Merger Sub the Acquiror has the requisite all necessary corporate power power, and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby the Transaction Documents to which it is a party and to carry out perform its obligations hereunder and thereunder. The execution and delivery of under this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary Transaction Documents to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes which it is a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exceptionparty.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by the Parent or Merger Subthe Acquiror, as the case may be, nor the consummation by Parent or Merger Sub performance of any of the Transactions or compliance by the Parent or Merger Sub the Acquiror, as the case may be, will give any Person the right to prevent, delay or otherwise interfere with any of the provisions herein will Transactions pursuant to: (i) result in a violation any provision of the Parent's or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub or Acquiror's Organizational Documents; (ii) subject to obtaining any resolution adopted by the board of directors or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to stockholders of the Parent or Merger Sub the Acquiror, as the case may be; (iii) any Legal Requirement or any of their respective properties Order to which the Parent or assets other than any such event described in items (i) the Acquiror, as the case may be, may be subject; or (iiiv) any Contract to which the Parent or the Acquiror, as the case may be, is a party or by which the Parent or the Acquiror, as the case may be, may be bound, except in the case of each of clauses (iii) and (iv) above, for such contraventions, conflicts, violations, Liabilities, reassessments, revaluations, breaches or creations of Encumbrances which, individually or and in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, Effect with respect to the filing of Parent or the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse EffectAcquiror.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and all other agreements and documents contemplated hereby to which it is a party and delivery of this Agreement, to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have Merger has been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactionstransactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board Boards of Directors of each of Parent and Merger Sub hashave, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger Agreement and the other TransactionsMerger.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, Sub nor the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of transactions contemplated hereby, including the provisions herein Merger, will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dSection 3.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (iii) or (iiiii) whichthat, individually or in the aggregate, has have not had and would not reasonably be expected likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Subsidiary of Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, execution and delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactionstransactions contemplated hereby, including the Merger, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of MergerMerger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure LetterAct, (iii) compliance with the Exchange Act (including the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act) and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the TransactionsMerger, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws Laws of various states, and (viivi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected likely to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub Acquiror has the full legal right and all requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby each of the Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunderperform the transactions contemplated thereby. The execution and delivery of this Agreement by Parent and Merger Sub, Acquiror of the performance by Parent and Merger Sub of their respective obligations hereunder Transaction Documents to which it is a party and the consummation by Parent and Merger Sub of the Transactions transactions contemplated thereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other all necessary corporate proceedings or limited liability company action on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the TransactionsAcquiror. This Agreement has been duly and validly executed and delivered by both Parent and Merger Sub Acquiror and, assuming the due execution and delivery by other Parties, constitutes a valid and binding obligation of Parent and Merger SubAcquiror, enforceable against Parent and Merger Sub each of them in accordance with its terms. Each of the other Transaction Documents has been duly and validly executed and delivered by Parent or Acquiror or, subject to the Bankruptcy when so executed and Equity Exceptiondelivered, will be duly and validly executed and delivered by such Party, enforceable against such Party in accordance with its terms.
(b) The respective Board execution, delivery and performance of Directors of each of the Transaction Documents by Parent and Merger Sub hasAcquiror, by resolutions duly adopted by and the requisite vote consummation of the directors present at a meeting transactions contemplated thereby, do not and will not, with or without notice, lapse of such board, and not subsequently rescinded time or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will both: (i) conflict with or result in a breach or violation of any Charter Documents or breach any resolution of the Governing Body or conflict with the certificate stockholders or articles of incorporation members (or bylaws comparable Persons) of Parent or Merger Sub or Acquiror; (ii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than approval of appropriate listing applications by Nasdaq Capital Market, require any such event described in items (i) or (ii) whichconsent, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consentwaiver, approval, order declaration or authorization of, or registration, declaration notice to or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, other Person; (iii) materially conflict with, result in a material default, material modification or termination under, give any Person a right of termination, cancellation, acceleration, suspension or revocation under, result in the filing with loss of a material benefit or the SEC imposition of the Offer Documents and such reports under Sections 13 any material obligation under, or 16 of the Exchange Actrequire any material consent, as may be required in connection with this Agreement and the Transactionswaiver, approval, notice, filing, declaration or authorization under, any Contract or Permit to which Parent or Acquiror is party or otherwise bound, or (iv) compliance with the rules of Nasdaq and the NYSEviolate any Law to which Parent or Acquiror or its properties, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations rights or filings, the lack of which, individually assets are subject or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectbound.
Appears in 1 contract
Samples: Reorganization and Acquisition Agreement (22nd Century Group, Inc.)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent Xxxxxx and Merger Xxxxxx Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject in each case to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions Transactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Parent or Merger Sub or Sub; (ii) subject to obtaining or making assuming compliance with the consents, approvals, orders, authorizations, registrations, declarations and filings matters referred to in paragraph (d) belowSection 5.3(c), violate conflict with or result in a violation or breach of any applicable Judgment or Law any provision of any applicable Law; (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of their respective properties Parent and its Subsidiaries or assets other than (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such event described exceptions, in items (i) or the case of each of clauses (ii) whichthrough (iv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) The execution, delivery and performance by Xxxxxx and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing by or with, any Governmental Authority, except for (i) filing the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other United States state or federal securities Laws; and (iii) actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) The execution, delivery and performance by each of Parent and Merger Sub of this Agreement, and the consummation by each of Parent and Merger Sub of the Transactions are within the corporate or similar powers of Parent and Merger Sub, as applicable, and, subject to the completion of the actions contemplated by Section 6.12, have been duly authorized by all necessary corporate or similar action on the part of each of Parent and Merger Sub. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Parent and Merger Sub and the Company, this Agreement constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors agreement of each of Parent and Merger Sub hasenforceable against each of Parent and Merger Sub, as applicable, in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).
(b) The execution, delivery and performance by resolutions duly adopted Mxxxxx Sub and Parent of this Agreement and the consummation by the requisite vote Merger Sub and Parent of the directors present at a meeting Transactions require no action by or in respect of such boardor filing with any Governmental Authority, other than (i) the filing of articles of merger with respect to the Merger with the Office of the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act, and not subsequently rescinded (iii) any additional actions or modified filings, except those that the failure of which to make or obtain would not, individually or in any waythe aggregate, approved this Agreement, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Offer, the Merger and the other Transactions.
(c) None of the execution The execution, delivery and delivery performance by Mxxxxx Sub and Parent of this Agreement by Parent or Merger Sub, and the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or certificate of incorporation, as applicable, or bylaws or other constituent documents of Merger Sub and Parent, (ii) assuming compliance with the matters referred to in Section 5.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the certificate matters referred to in Section 5.2(b), require any consent or articles other action by any Person under, result in any breach of, constitute a default, or an event that, with or without notice or lapse of incorporation time or bylaws both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or the loss of any benefit to which Parent or Merger Sub is entitled under, any Contract, or (iv) result in the creation or imposition of any Lien on any asset of Parent or Merger Sub or Sub, with only such exceptions, in the case of each of clauses (iiiii) subject to obtaining or making the consentsand (iv), approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event described in items (i) or (ii) whichas would not reasonably be expected, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in material adverse effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s executionability to consummate the Offer, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) The execution, delivery and performance by each of Parent and Merger Sub of this Agreement, and the consummation by each of Parent and Merger Sub of the Transactions are within the corporate or similar powers of Parent and Merger Sub, as applicable, and, subject to the completion of the actions contemplated by Section 6.15, have been duly authorized by all necessary corporate or similar action on the part of each of Parent and Merger Sub. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Parent and Merger Sub and the Company, this Agreement constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors agreement of each of Parent and Merger Sub hasenforceable against each of Parent and Merger Sub, as applicable, in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).
(b) The execution, delivery and performance by resolutions duly adopted Merger Sub and Parent of this Agreement and the consummation by the requisite vote Merger Sub and Parent of the directors present at a meeting Transactions require no action by or in respect of such boardor filing with any Governmental Authority, other than (i) the filing of articles of merger with respect to the Merger with the Office of the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act, and not subsequently rescinded (iii) any additional actions or modified filings, except those that the failure of which to make or obtain would not, individually or in any waythe aggregate, approved this Agreement, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Offer, the Merger and the other Transactions.
(c) None of the execution The execution, delivery and delivery performance by Merger Sub and Parent of this Agreement by Parent or Merger Sub, and the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or certificate of incorporation, as applicable, or bylaws or other constituent documents of Merger Sub and Parent, (ii) assuming compliance with the matters referred to in Section 5.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the certificate matters referred to in Section 5.2(b), require any consent or articles other action by any Person under, result in any breach of, constitute a default, or an event that, with or without notice or lapse of incorporation time or bylaws both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or the loss of any benefit to which Parent or Merger Sub is entitled under, any Contract, or (iv) result in the creation or imposition of any Lien on any asset of Parent or Merger Sub or Sub, with only such exceptions, in the case of each of clauses (ii) subject to obtaining or making the consentsthrough (iv), approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event described in items (i) or (ii) whichas would not reasonably be expected, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in material adverse effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s executionability to consummate the Offer, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TherapeuticsMD, Inc.)
Authorization; No Conflict. (ai) Each of Parent and Merger Sub The Recipient has the requisite corporate power and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder(which includes the issuance of the Subordinated Debt) and, when issued, under the Subordinated Debt. The execution execution, delivery and delivery performance by the Recipient of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other all necessary corporate proceedings action on the part of Parent or Merger Sub the Recipient and the holders of its Equity (including any vote non-Member holders in the case of any class mutual institutions) (collectively, “Equityholders”), and no further approval or series of outstanding capital stock) are necessary to authorize authorization is required on the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub part of the TransactionsRecipient. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation The resolutions of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of authorizing the execution and delivery of this Agreement and the performance of the Recipient’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.
(ii) The execution, delivery and performance by Parent or Merger Sub, the Recipient of this Agreement and the consummation by Parent or Merger Sub of the Transactions or transactions contemplated hereby and compliance by Parent the Recipient with the provisions hereof, will not (A) violate, conflict with, or Merger Sub result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Recipient or any subsidiary of the Recipient (each subsidiary, a “Recipient Subsidiary” and, collectively, the “Recipient Subsidiaries”) under any of the terms, conditions or provisions herein will of (ix) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub its organizational documents or (iiy) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Recipient or any Recipient Subsidiary is a party or by which it or any Recipient Subsidiary may be bound, or to which the Recipient or any Recipient Subsidiary or any of the properties or assets of the Recipient or any Recipient Subsidiary may be subject, or (B) subject to obtaining or making compliance with the consents, approvals, orders, authorizations, registrations, declarations statutes and filings regulations referred to in paragraph (d) belowthe next paragraph, violate any Judgment statute, rule or Law regulation or any judgment, ruling, order, writ, injunction or decree applicable to Parent the Recipient or Merger Sub any Recipient Subsidiary or any of their respective properties or assets other than any such event described except, in items the case of clauses (iA)(y) or and (ii) whichB), for those occurrences that, individually or in the aggregate, has have not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(diii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary Other than such filings and approvals as are required to be made or obtained or made by Parent, under any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the state “blue sky” laws and such as have been made or obtained, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Recipient in connection with the consummation by the Recipient of various statesthe Purchase except for any such notices, and (vii) such consentsfilings, approvalsexemptions, ordersreviews, authorizations, registrations, declarations consents and approvals the failure of which to make or filings, the lack of whichobtain would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Securities Purchase Agreement
Authorization; No Conflict. 4.2.1 Borrower has duly authorized, executed and delivered each Operative Document to which Borrower is a party (or such Operative Documents have been duly and validly assigned to Borrower and Borrower has authorized the assumption thereof, and has assumed the obligations of the assignor thereunder) and neither Borrower's execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) Each does or will contravene the Governing Documents or any other Legal Requirement applicable to or binding on Borrower or any of Parent and Merger Sub has its properties which, in the requisite corporate power and authority case of such Legal Requirements, could reasonably be expected to enter into and deliver this Agreement and all have a Material Adverse Effect, (b) does or will contravene or result in any breach of or constitute any default under, or result in or require the creation of any Lien (other agreements and documents contemplated hereby than Permitted Liens) upon any of its property under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (c) does or will require the consent or approval of any Person, and with respect to carry out its obligations hereunder any Governmental Authority, does or will require any registration with, or notice to, or any other action of, with or by any applicable Governmental Authority, in each case which has not already been obtained and thereunder. The disclosed in writing to Administrative Agent (except as set forth on Exhibit G-1 or otherwise provided in Section 4.9).
4.2.2 FEC has duly authorized, executed and delivered each Operative Document to which FEC is a party and neither FEC's execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the thereof nor its consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with transactions contemplated thereby nor its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate terms thereof (a) does or articles of incorporation will contravene the Governing Documents or bylaws of Parent or Merger Sub or (ii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law other Legal Requirement applicable to Parent or Merger Sub binding on FEC or any of their respective its properties or assets other than any such event described in items (i) or (ii) which, individually or in the aggregatecase of such Legal Requirements, has not had and would not could reasonably be expected to have a Parent Material Adverse Effect. The copies , (b) does or will contravene or result in any breach of or constitute any default under, or result in or require the creation of any Lien (other than Permitted Liens) upon any of its property under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (c) does or will require the consent or approval of any Person, and with respect to any Governmental Authority, does or will require any registration with, or notice to, or any other action of, with or by any applicable Governmental Authority, in each case which has not already been obtained and disclosed in writing to Administrative Agent (except as set forth on Exhibit G-1 or otherwise provided in Section 4.9).
4.2.3 FEC-GP has duly authorized, executed and delivered each Operative Document to which FEC-GP is a party and neither FEC-GP's execution and delivery thereof nor its consummation of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) transactions contemplated thereby nor its compliance with the DGCL, with respect terms thereof (a) does or will contravene the Governing Documents or any other Legal Requirement applicable to the filing or binding on FEC-GP or any of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of its properties which, individually or in the aggregatecase of such Legal Requirements, has not had and would not could reasonably be expected to have a Parent Material Adverse Effect, (b) does or will contravene or result in any breach of or constitute any default under, or result in or require the creation of any Lien (other than Permitted Liens) upon any of its property under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (c) does or will require the consent or approval of any Person, and with respect to any Governmental Authority, does or will require any registration with, or notice to, or any other action of, with or by any applicable Governmental Authority, in each case which has not already been obtained and disclosed in writing to Administrative Agent (except as set forth on Exhibit G-1 or otherwise provided in Section 4.9).
4.2.4 FEC-LP has duly authorized, executed and delivered each Operative Document to which FEC-LP is a party and neither FEC-LP's execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) does or will contravene the Governing Documents or any other Legal Requirement applicable to or binding on FEC-LP or any of its properties which, in the case of such Legal Requirements, could reasonably be expected to have a Material Adverse Effect, (b) does or will contravene or result in any breach of or constitute any default under, or result in or require the creation of any Lien (other than Permitted Liens) upon any of its property under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (c) does or will require the consent or approval of any Person, and with respect to any Governmental Authority, does or will require any registration with, or notice to, or any other action of, with or by any applicable Governmental Authority, in each case which has not already been obtained and disclosed in writing to Administrative Agent (except as set forth on Exhibit G-1 or otherwise provided in Section 4.9).
4.2.5 MEC has duly authorized, executed and delivered each Operative Document to which MEC is a party (or such Operative Documents have been duly and validly assigned to MEC and MEC has authorized the assumption thereof, and has assumed the obligations of the assignor thereunder) and neither MEC's execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) does or will contravene the Governing Documents or any other Legal Requirement applicable to or binding on MEC or any of its properties which, in the case of such Legal Requirements, could reasonably be expected to have a Material Adverse Effect, (b) does or will contravene or result in any breach of or constitute any default under, or result in or require the creation of any Lien (other than Permitted Liens) upon any of its property under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (c) does or will require the consent or approval of any Person, and with respect to any Governmental Authority, does or will require any registration with, or notice to, or any other action of, with or by any applicable Governmental Authority, in each case which has not already been obtained and disclosed in writing to Administrative Agent (except as set forth on Exhibit G-1 or otherwise provided in Section 4.9).
Appears in 1 contract
Samples: Credit Agreement (Calpine Corp)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a legal, valid and binding obligation of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Parent and Merger Sub in accordance with its their respective terms, subject in each case to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions Transactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Parent or Merger Sub or Sub, (ii) subject to obtaining or making assuming compliance with the consents, approvals, orders, authorizations, registrations, declarations and filings matters referred to in paragraph (d) belowSection 6.3(c), violate conflict with or result in a violation or breach of any applicable Judgment or Law any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of their respective properties Parent and its Subsidiaries or assets other than (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such event described exceptions, in items (i) or the case of each of clauses (ii) whichthrough (iv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing by or with, any Governmental Authority, except for (i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) compliance with and filings pursuant to Antitrust Laws, if any, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other United States state or federal securities Laws, (iv) compliance with any NASDAQ rules and (v) actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Arqule Inc)
Authorization; No Conflict. The execution, delivery and performance by each Loan Party and each Restricted Subsidiary party to a Loan Document of the Loan Documents to which such Person is a party, and the consummation of the transactions contemplated thereby, (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent all requisite corporate or other applicable organizational action and, if required, stockholder action and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and will not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation violate (A) any provision of material applicable law, statute, rule or breach regulation, (B) any of or conflict with the certificate or articles of incorporation or bylaws other organizational or constitutive documents or by-laws (or applicable foreign equivalent) of Parent any of the Loan Parties or Merger Sub their respective Restricted Subsidiaries, or (C) any material order of any Governmental Authority, (ii) subject conflict with, result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, or give rise to obtaining any right to accelerate or making to require the consentsprepayment, approvalsrepurchase or redemption of any obligation under, ordersor require the granting of any Liens (other than any Lien created hereunder or under the Security Documents) to secure the obligations under, authorizationsany provision of any indenture, registrationsagreement, declarations and filings referred contract, undertaking or instrument to in paragraph (d) below, violate which any Judgment or Law applicable to Parent or Merger Sub of the Loan Parties or any of their respective Restricted Subsidiaries is a party or by which any of them or any of their respective assets or properties is or may be bound, except to the extent that such conflict, breach, default, right to accelerate, requirement to prepay, repurchase or redeem or requirement to xxxxx x Xxxx could not reasonably be expected to have a Material Adverse Effect or (iii) require any approval of stockholders, members or partners or any approval or consent of any Person under any indenture, agreement, contract, undertaking or instrument to which any of the Loan Parties or any of their respective Restricted Subsidiaries is a party or by which any of them or any of their respective assets other than or properties is or may be bound, except for (A) such approvals or consents which have been obtained and are in full force and effect and (B) any such event described in items (i) approvals or (ii) whichconsents the failure of which to obtain, individually or in the aggregate, has not had and would could not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each This Agreement and other Transaction Documents to which Buyer is or will be a party have been or will be at Closing duly executed and delivered by Buyer and constitute or will constitute at Closing the legal, valid, and binding obligations of Parent Buyer, enforceable against Buyer in accordance with their respective terms, in each case except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization and Merger Sub other similar laws affecting creditors' rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Buyer has the all requisite corporate power power, authority and authority capacity to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby the Transaction Documents to which it Buyer is a party and to carry out perform its obligations hereunder and thereunder. The execution and delivery of under this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exceptionsuch Transaction Documents.
(b) The respective Board of Directors of each of Parent and Merger Sub hasExcept as set forth in Schedule 4.2, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of neither the execution and delivery of this Agreement by Parent or Merger Sub, and Transaction Documents to which Buyer is a party nor the consummation or performance of any of the Transactions will, directly or indirectly (with or without notice or lapse of time or both):
(i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Buyer or (B) any resolution or other action taken by Parent the stockholders or Merger Sub directors of Buyer;
(ii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge, any of the Transactions or compliance by Parent to exercise any remedy or Merger Sub obtain any relief under, any Law or any Order to which Buyer may be subject; or
(iii) contravene, conflict with any of the provisions herein will (i) or result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub or (ii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event described in items (i) or (ii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization provision of, or registrationgive any Person the right to declare a default or exercise any remedy under, declaration or filing withto accelerate the maturity or performance of, or to cancel, terminate or modify, any Governmental Authority Contract to which Buyer is necessary a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not, or will not be, required to be obtained give any notice to or made by Parent, obtain any Parent Subsidiary or Merger Sub Consent from any Person in connection with Parent’s or Merger Sub’s execution, the execution and delivery and performance of this Agreement or the consummation by Parent or Merger Sub performance of any of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (United Fuel & Energy Corp)
Authorization; No Conflict. (a) Each of Parent and Merger Sub Buyer has the requisite corporate full limited liability company power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby the Transaction Documents to which it is a party and party, to carry out its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement by Parent and Merger Subthe Transaction Documents to which it is a party, the performance by Parent and Merger Sub Buyer of their respective its obligations hereunder and thereunder and the consummation by Parent and Merger Sub Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings all requisite limited liability company action on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the TransactionsBuyer. This Agreement has been duly and validly executed and delivered by Parent Buyer and Merger Sub (assuming due authorization, execution and constitutes delivery by the Company, Sellers and any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub Buyer in accordance with its terms, subject to the Bankruptcy and Equity ExceptionEnforcement Exceptions.
(b) The respective Board of Directors of each of Parent execution, delivery and Merger Sub has, by resolutions duly adopted by the requisite vote performance of the directors present at a meeting of such boardTransaction Documents by Buyer, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None consummation of the execution transactions contemplated thereby, do not and delivery will not, with or without notice, lapse of this Agreement by Parent time or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will both: (i) conflict with or result in a breach or violation or breach of or conflict with the certificate or articles Organizational Documents of incorporation or bylaws of Parent or Merger Sub or Buyer; (ii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable law to Parent or Merger Sub which the Company or any of their respective properties assets owned or assets other than any such event described in items (i) or (ii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to used by the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
is subject; (diii) No require any consent, waiver, approval, order declaration or authorization of, or registration, declaration notice to or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, Authority; (iv) compliance with result in the rules imposition of Nasdaq and the NYSE, any Lien upon any asset owned or used by Buyer; or (v) and relevant national implementations thereofviolate, (vi) compliance with the “blue sky” laws of various statesconflict with, and (vii) such consentsresult in a breach of, approvalsconstitute a default under, orders, authorizations, registrations, declarations or filings, the lack of which, individually or result in the aggregateacceleration of or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate, modify or exercise any remedy under, result in any loss of benefit under or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Contract or Permit to which Buyer is a party or by which Buyer is bound or to which any asset of Buyer is subject or under which Buyer has not had and would not reasonably be expected to have a Parent Material Adverse Effectany rights or the performance of which is guaranteed by Buyer.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Verb Technology Company, Inc.)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Parent, Merger Sub or any subsidiary of Parent other than Merger Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent, Merger Sub or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, Contract, lease, agreement or other instrument or obligation of any kind to which Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (iii) or (iiiii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign any other applicable competition and or antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various statesNasdaq, and (viiv) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Cogent, Inc.)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole shareholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, Sub nor the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate of incorporation, bylaws or articles of incorporation or bylaws other charter documents of Parent or Merger Sub or their respective Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub or their respective Subsidiaries under any of the terms, conditions or provisions of any Contract to which Parent or Merger Sub or their respective Subsidiaries is a party or by which Parent or Merger Sub or their respective Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dSection 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or their respective Subsidiaries or any of their respective properties or assets other than any such event or events described in items (iii) or (iiiii) whichthat, individually or in the aggregate, has have not had and would not reasonably be expected likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, execution and delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of MergerMerger with the Department of Treasury of the State of New Jersey and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and the any applicable foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure LetterAntitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSEThe NASDAQ Stock Market LLC, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (viivi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected likely to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and and, following the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur prior to Closing, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, Sub nor the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate of incorporation, bylaws or articles other charter documents of incorporation Parent or bylaws Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dSection 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iiiii) whichthat, individually or in the aggregate, has have not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s 's or Merger Sub’s execution, 's execution and delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of MergerMerger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and the any applicable foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure LetterAntitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSEThe NASDAQ Stock Market LLC, (v) and relevant national implementations thereof, (vi) compliance with the “"blue sky” " laws of various states, and (viivi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent Xxxxxx and Merger Xxxxxx Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject in each case to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions Transactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Parent or Merger Sub or Sub; (ii) subject to obtaining or making assuming compliance with the consents, approvals, orders, authorizations, registrations, declarations and filings matters referred to in paragraph (d) belowSection 5.3(c), violate conflict with or result in a violation or breach of any applicable Judgment or Law any provision of any applicable Law; (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of their respective properties Parent and its Subsidiaries or assets other than (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such event described exceptions, in items (i) or the case of each of clauses (ii) whichthrough (iv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) The execution, delivery and performance by Xxxxxx and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing by or with, any Governmental Authority, except for (i) filing the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) compliance with and filings pursuant to Antitrust Laws, if any; (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other United States state or federal securities Laws; (iv) compliance with any Nasdaq rules and (v) actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery by each Loan Party of this Agreement by Parent and Merger SubThird Amendment, the performance by Parent each Loan Party of this Third Amendment and Merger Sub of their respective obligations hereunder the Amended Credit Agreement, and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby, (a) have been duly authorized by the respective Boards all requisite corporate or other applicable organizational action and, if required, stockholder action of Directors of Parent and Merger Subsuch Loan Party, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and will not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation violate (A) any provision of material applicable law, statute, rule or breach regulation, (B) any of or conflict with the certificate or articles of incorporation or bylaws other organizational or constitutive documents or by-laws (or applicable foreign equivalent) of Parent such Loan Party or Merger Sub its Restricted Subsidiaries, or (C) any material order of any Governmental Authority, (ii) subject conflict with, result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, or give rise to obtaining any right to accelerate or making to require the consentsprepayment, approvalsrepurchase or redemption of any obligation under, ordersor require the granting of any Liens (other than any Lien created hereunder or under the Security Documents) to secure the obligations under, authorizationsany provision of any indenture, registrationsagreement, declarations and filings referred contract, undertaking or instrument to in paragraph (d) below, violate which such Loan Party or any Judgment of its Restricted Subsidiaries is a party or Law applicable to Parent or Merger Sub by which any of them or any of their respective assets or properties is or may be bound, except to the extent that such conflict, breach, default, right to accelerate, requirement to prepay, repurchase or redeem or requirement to xxxxx x Xxxx could not reasonably be expected to have a Material Adverse Effect or (iii) require any approval of stockholders, members or partners or any approval or consent of any Person under any indenture, agreement, contract, undertaking or instrument to which such Loan Party or any of its Restricted Subsidiaries is a party or by which any of them or any of their respective assets other than or properties is or may be bound, except for (1) such approvals or consents which have been obtained and are in full force and effect and (2) any such event described in items (i) approvals or (ii) whichconsents the failure of which to obtain, individually or in the aggregate, has not had and would could not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such boardboard duly called and held on November 8, 2016, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Parent, Merger Sub or any subsidiary of Parent other than Merger Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase or obligation of payment under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent, Merger Sub or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (iii) or (iiiii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCLpre-merger notification requirements under the HSR Act, with respect to and any other applicable Antitrust Laws, (ii) the filing of the Certificate of Merger, (ii) compliance Merger with the HSR Act Secretary of State and appropriate corresponding documents with the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) appropriate authorities of other states in which the Company Disclosure Letteris qualified as a foreign corporation to transact business, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Schedule 14D-9 with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSEtransactions contemplated hereby, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filingsdeclarations, notices and filings as may be required under applicable state securities laws, the lack rules and regulations of NASDAQ, and (vi) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, individually if not obtained or in the aggregatemade, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Tubemogul Inc)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate or limited liability company power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent Xxxxxx and Merger Xxxxxx Sub, the performance by Parent Xxxxxx and Merger Xxxxxx Sub of their respective obligations hereunder and the consummation by Parent Xxxxxx and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and by Parent as the sole shareholder of Merger Sub, and no other corporate or limited liability company proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent Xxxxxx and Merger Xxxxxx Sub of their respective obligations hereunder and the consummation by Parent Xxxxxx and Merger Xxxxxx Sub of the Transactions. This Agreement has been duly executed and delivered by Parent Xxxxxx and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, assuming due and valid authorization, execution and delivery thereof by the Company, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub hashave, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such boardadopted, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger Agreement and the other Transactions.
. (c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, Sub nor the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation incorporation, bylaws or bylaws other charter documents of Parent or Merger Sub; (ii) result in a modification, violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound; or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings Consents referred to in paragraph (dSection 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (iii) or (iiiii) which, individually or in the aggregate, has that have not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Surmodics Inc)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, corporate or otherwise, to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the respective Boards boards of Directors directors of each of Parent and Merger Sub, and no other proceedings, corporate proceedings or otherwise, on the part of Parent or Parent, Merger Sub (including or any vote of any class or series of outstanding capital stock) the Parent Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby other than the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject except to the Bankruptcy and Equity Exceptionextent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite No vote of the directors present at a meeting holders of such board, and not subsequently rescinded Parent common stock or modified in any way, approved this Agreement, other securities of Parent is necessary to consummate the Offer, the Merger and the other TransactionsMerger.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions or transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws Governing Documents of Parent or Merger Sub Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any Parent Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) belowSection 4.2(d), violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Parent or Merger Sub any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (iii) or (iiiii) which, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the A “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect” means a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Subby, respectively, all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation incorporation, bylaws or bylaws similar organizational documents of Parent or Parent, Merger Sub or any other Subsidiary of Parent (such other subsidiaries, the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent, Merger Sub or any of the Parent Subsidiaries, or a loss of any rights with respect to any such property or assets, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust or Contract to which Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dc) below, violate any Judgment or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets assets, other than any such event described in items (iii) or (iiiii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Exchange Act and the foreign competition rules and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letterregulations promulgated thereunder, (iii) including the filing with the SEC of the Offer Documents Documents, the Schedule 13E-3 and such reports under Sections 13 13, 14 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (viiiii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Sauer Danfoss Inc)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur promptly following the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, Sub nor the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate of incorporation, bylaws or articles other charter documents of incorporation Parent or bylaws Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dSection 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (iii) or (iiiii) whichthat, individually or in the aggregate, has have not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, execution and delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with and filings pursuant to the HSR Act and the any applicable foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure LetterAntitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSEThe NASDAQ Stock Market LLC, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (viivi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of This Agreement and other Transaction Documents to which the Parent is a party (the “Parent Closing Documents”) have been or will be prior to Closing duly executed and delivered by the Parent and Merger Sub constitute the legal, valid, and binding obligations of the Parent, as the case may be, enforceable against the Parent in accordance with their respective terms, in each case except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The Parent has the all requisite corporate power power, authority and authority capacity to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party the Parent Closing Documents and to carry out perform its obligations hereunder and thereunder. The execution and delivery of under this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionClosing Documents.
(b) The respective Board of Directors of each of Parent and Merger Sub hasExcept as set forth in Schedule 6.2, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of neither the execution and delivery of this Agreement by and the Parent Closing Documents nor the consummation or performance of any of the Transactions will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of the Parent or Merger Sub(B) any resolution or other action taken by the members or the managers of the Parent; (ii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the consummation by Parent or Merger Sub right to challenge, any of the Transactions or compliance by to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Parent or Merger Sub with any of the provisions herein will assets owned or used by the Parent, may be subject; or (iiii) contravene, conflict with or result in a violation or breach of any provision of, or conflict with give any Person the certificate right to declare a default or articles exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Contract to which the Parent is a party or by which the Parent may be bound; except in the case of incorporation or bylaws each of Parent or Merger Sub or clauses (ii) subject to obtaining and (iii) above, for such contraventions, conflicts, violations or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event described in items (i) or (ii) breaches which, individually or and in the aggregate, has not had and would could not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect Effect on the date of this AgreementParent.
(dc) No consentExcept as set forth in Schedule 6.2, approvalthe Parent is not, order nor will be, required to give any notice to or authorization of, or registration, declaration or filing with, obtain any Governmental Authority is necessary to be obtained or made by Parent, Consent from any Parent Subsidiary or Merger Sub Person in connection with Parent’s or Merger Sub’s execution, the execution and delivery and performance of this Agreement or the consummation by Parent or Merger Sub performance of any of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a legal, valid and binding obligation of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Parent and Merger Sub in accordance with its their respective terms, subject in each case to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions Transactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Parent or Merger Sub or Sub, (ii) subject to obtaining or making assuming compliance with the consents, approvals, orders, authorizations, registrations, declarations and filings matters referred to in paragraph (d) belowSection 6.3(c), violate conflict with or result in a violation or breach of any applicable Judgment or Law any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of their respective properties Parent and its Subsidiaries or assets other than (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such event described exceptions, in items (i) or the case of each of clauses (ii) whichthrough (iv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing by or with, any Governmental Authority, except for (i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) compliance with and filings pursuant to Antitrust Laws, if any, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other United States state or federal securities Laws, (iv) compliance with any Nasdaq rules and (v) actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and assuming the due authorization, execution and delivery by Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board board of Directors directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub or Sub, (ii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations declarations, notifications and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than assets, except, with regard to clause (ii), for any such event described in items (i) conflicts, violations, breaches, defaults or (ii) whichother occurrences that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company and attached to this Agreement as Exhibit D and Exhibit E, respectively, are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, Parent or any subsidiary of Parent Subsidiary or (including Merger Sub Sub) in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, ; (ii) compliance with the HSR Securities Act and Exchange Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(iiBlue-Sky Laws, including without limitation: (A) of the Company Disclosure LetterSchedule 14D-9, (iiiB) the filing with Offer Documents, (C) the SEC of Proxy Statement (if any), (D) the Offer Documents Information Statement, and (E) such reports under Sections 13 or 16 of the Exchange ActAct and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions, ; (iv) compliance with the rules of Nasdaq Nasdaq; and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, filings, declarations, notifications or registrations, declarations that if not obtained, made or filingsgiven, the lack of whichwould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Lasercard Corp)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a legal, valid and binding obligation of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Parent and Merger Sub in accordance with its their respective terms, subject in each case to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions or nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Parent or Merger Sub or Sub, (ii) subject to obtaining or making assuming compliance with the consents, approvals, orders, authorizations, registrations, declarations and filings matters referred to in paragraph (d) belowSection 6.3(c), violate conflict with or result in a violation or breach of any applicable Judgment or Law any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of their respective properties Parent and its Subsidiaries or assets other than (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such event described exceptions, in items (i) or the case of each of clauses (ii) whichthrough (iv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing with, any Governmental Authority, except for (i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) compliance with and filings pursuant to Antitrust Laws, if any, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other United States state or federal or Japanese securities Laws, (iv) compliance with any NASDAQ or Tokyo Stock Exchange rules and (v) actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by unanimous written consent on or prior to the requisite vote of the directors present at a meeting of such boarddate hereof, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Parent, Merger Sub or any subsidiary of Parent other than Merger Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent, Merger Sub or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (iii) or (iiiii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure LetterAct, (iii) the filing with the SEC of the Offer Documents and such reports or schedules under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement Agreement, the Voting Agreements and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards boards of Directors directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, Sub nor the consummation by Parent or Merger Sub of the Transactions or nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws or other similar organizational documents of Parent or Parent, Merger Sub or any subsidiary of Parent other than Merger Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of or result in the loss of any benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent, Merger Sub or any of the Parent Subsidiaries, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dc) below, violate any Judgment or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (iii) or (iiiii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (viiiii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a legal, valid and binding obligation of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Parent and Merger Sub in accordance with its their respective terms, subject in each case to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions or nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Parent or Merger Sub or Sub, (ii) subject to obtaining or making assuming compliance with the consents, approvals, orders, authorizations, registrations, declarations and filings matters referred to in paragraph (d) belowSection 6.3(c), violate conflict with or result in a violation or breach of any applicable Judgment or Law any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of their respective properties Parent and its Subsidiaries or assets other than (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such event described exceptions, in items (i) or the case of each of clauses (ii) whichthrough (iv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing with, any Governmental Authority, except for (i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) compliance with and filings pursuant to Antitrust Laws, if any, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other United States state or federal securities Laws, (iv) compliance with any NASDAQ rules and (v) actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards boards of Directors directors of Parent and Merger Sub, and no . No other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this AgreementAgreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionsubject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).
(b) The respective Board board of Directors directors of each of Parent and Merger Sub has, by resolutions duly adopted by unanimous written consent on or prior to the requisite vote of the directors present at a meeting of such boarddate hereof, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the performance by Parent or Merger Sub of their respective obligations hereunder or the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with any provision of the certificate or articles of incorporation or bylaws of Parent or Parent, Merger Sub or any other Subsidiary of Parent (the “Parent Subsidiaries”), (ii) require any consent or other action by any other Person not received or taken prior to the Closing under, result in a violation or breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent, Merger Sub or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, Contract, Lease, agreement or other instrument or obligation of any kind to which Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment Order or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (iii) or (iiiii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, Merger Sub or any other Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with and filings pursuant to the HSR Act and the foreign antitrust or competition Laws and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of Proxy Statement in accordance with the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur promptly following the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or Merger Sub, Sub nor the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate of incorporation, bylaws or articles other charter documents of incorporation Parent or bylaws Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dSection 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (iii) or (iiiii) whichthat, individually or in the aggregate, has have not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s 's or Merger Sub’s execution, 's execution and delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure LetterInvestment Canada Act, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSEThe NASDAQ Stock Market LLC, (v) and relevant national implementations thereof, (vi) compliance with the “"blue sky” " laws of various states, and (viivi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Sepracor Inc /De/)
Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Parent and Merger Sub and the sole stockholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject except to the Bankruptcy and Equity Exceptionextent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
(b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions.
(c) None of Neither the execution and delivery of this Agreement by Parent or and Merger Sub, nor the consummation by Parent or and Merger Sub of the Transactions or transactions contemplated hereby, nor compliance by Parent or and Merger Sub with any of the provisions herein will shall (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Security Interest upon any of the properties or assets owned or operated by Parent or Merger Sub under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) Section 4.3 below, violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event described in items (i) or (ii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.assets..
Appears in 1 contract
Samples: Merger Agreement (Exelixis Inc)
