Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles. (b) The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby. (c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 3 contracts
Samples: Purchase Option Agreement, Purchase Option Agreement (Norman Gregory John), Purchase Option Agreement (Istithmar PJSC)
Authorization; No Conflicts. (a) Sellers have Purchaser has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers Purchaser and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of SellersPurchaser. This Agreement has been duly executed and delivered by Sellers Purchaser and constitutes a legally valid and binding obligation of Sellers Purchaser enforceable against Sellers Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective its Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are Purchaser is a party or by which their respective its assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers Purchaser or by which their respective its assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers Purchaser to perform their respective its obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no No Approval is necessary to be obtained or made by Sellers Purchaser in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 3 contracts
Samples: Purchase Option Agreement, Purchase Option Agreement (Istithmar PJSC), Purchase Option Agreement (Norman Gregory John)
Authorization; No Conflicts. (a) Sellers have all requisite The Company has full power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance of this Agreement by Sellers and the Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary action the Company's Managers and Unitholders and no other limited liability company proceedings on the part of Sellersthe Company and its Managers and Unitholders are necessary to approve this Agreement or the Ancillary Agreements to which the Company is a party or to authorize or consummate the transactions contemplated hereby or thereby. This Agreement has and the Ancillary Agreements to which the Company is a party have been duly and validly executed and delivered by Sellers the Company and constitutes (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a legally party by each of the other parties hereto and thereto) constitute valid and binding obligation obligations of Sellers the Company, enforceable against Sellers the Company in accordance with its their respective terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium and other or similar Laws relating to creditors’ or affecting the rights of creditors generally and by general the availability of equitable principlesrelief (whether in proceedings at law or in equity).
(b) The executionAssuming the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and that those consents, authorizations, filings, notifications and other actions set forth on Section 5.4(b) of the Company Disclosure Schedule have been obtained or made, neither the execution and delivery and performance by Sellers the Company of this Agreement and or the Ancillary Agreements to which the Company is a party nor the consummation by the Company of any of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Formation or Operating Agreement or (ii) violate, conflict with or require any notice, filing, consent, waiver or approval under any material Law to which the Company or any of its properties, contracts or assets are subject.
(c) Set forth on Section 5.4(c) of the Company Disclosure Schedule is a list of each consent, notice, approval or waiver under any material Contract to which the Company is a party, or by which the Company or any of its properties or assets may be bound, which is required in order for the Company to consummate the transactions contemplated by this Agreement or to comply with any of the terms or provisions hereof or (y) where consummation of the transactions contemplated hereby do not and will not (i) by this Agreement in the absence of such consent, notice, approval or waiver would violate, conflict with, or constitute result in a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, of any provision of or the loss of any benefit under, any Contract to which Sellers are constitute a party default (or by which their respective assets may be bound an event which, with or affected (whether upon without notice or lapse of time and/or time, or both, would constitute a default) under, result in the occurrence termination of or a right of termination or cancellation under, result in the creation of any act Encumbrance under, or event accelerate or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, result in the case a right of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy acceleration of the representations and warranties of Purchaser in Article IV hereofperformance required by, no Approval is necessary to be any such material Contract (collectively, the "Consents"). The Company has not obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation any of the transactions contemplated herebyConsents.
Appears in 2 contracts
Samples: Merger Agreement (Websidestory Inc), Merger Agreement (Omniture, Inc.)
Authorization; No Conflicts. (a) Sellers have all Seller has the requisite power and authority to execute, deliver and perform enter into this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated herebycarry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have Seller has been duly and validly authorized by the Trust Managers and by all other necessary action on the part of SellersSeller, and no other proceedings on the part of Seller (including Trust Manager and shareholder approval) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Sellers Seller and constitutes a the legally valid and binding obligation of Sellers Seller, enforceable against Sellers Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) The executiongenerally. Except as set forth in Schedule 3.5, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not (i) conflict with or result in the breach of any provisions of, or trigger any preferential rights under, the Charter Documents or the charter or organizational documents of Subsidiaries or Seller Partnerships, (ii) result in a breach or violation of, a default under, or the triggering of any payment or other material obligations pursuant to, or accelerate vesting under, any Seller Benefit Plans or any grant or award thereunder or any employment or consulting agreement or arrangement of Seller, any Subsidiary or any Seller Partnership, (iii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or in a right of termination or cancellation of, accelerate the performance required by, result in the creation of any Encumbrance upon any Properties under, result in the triggering of any rights under, or result in being declared void, voidable or without further binding effect, any of the terms or provisions of any Material Contract of Seller, any Subsidiary or any Seller Partnership or (iv) violate any Law. Schedule 3.5 lists all Permits and Approvals required to be obtained by Seller, Subsidiaries and Seller Partnerships to consummate the transactions contemplated hereby. Except for matters identified in Schedule 3.5 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated herebyhereby will not require the consent, authorization or approval of filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity under the terms of any applicable Laws or Material Contracts of Seller, Subsidiaries or Seller Partnerships.
Appears in 2 contracts
Samples: Share Purchase Agreement (Usaa Real Estate Co), Share Purchase Agreement (American Industrial Properties Reit Inc)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have Seller has been duly and validly authorized by the board of directors of Seller and by all other necessary corporate action on the part of SellersSeller. This Agreement has been duly executed and delivered by Sellers and constitutes a the legally valid and binding obligation of Sellers Seller, enforceable against Sellers Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) generally. The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and by Seller will not directly or indirectly (ia) contravene, conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any Subsidiary, or (iiic) violate contravene, conflict with or result in a violation of any Law or Order applicable to Sellers which Company, any Subsidiary or any of the assets owned licensed or leased by which their respective assets may be boundany of them are subject, other thanexcept, in the case each of clauses (iib) through (c), for such contraventions, conflicts, impositions and (iii) above as would not reasonably be expected to haveviolations, which, individually or in the aggregate, do not have a material adverse effect on the ability Business. SCHEDULE 2.9 lists, as of Sellers the date hereof, all Approvals and Permits required to perform their respective obligations under this Agreement be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated hereby.
(c) Assuming by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the truth Business without loss of material rights, other than those which have been previously obtained. Except for the Approvals and accuracy of the representations and warranties of Purchaser in Article IV hereofPermits identified on SCHEDULE 2.9 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement by Seller will not require any material filing or registration with, or the consummation issuance of the transactions contemplated herebyany material Approval or Permit by, any third party or Governmental Entity.
Appears in 2 contracts
Samples: Stock Agreement, Stock Purchase Agreement (Lattice Semiconductor Corp)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of Related Documents to which Seller, the transactions contemplated hereby UK Seller or the Company is a party have been duly and validly authorized by the Board of Directors of Seller, the UK Seller and the Company and by all other necessary corporate action on the part of SellersSeller, the UK Seller and the Company. This Agreement has been duly constitutes, and when executed and delivered by Sellers and constitutes in accordance with this Agreement, each Related Document to which Seller, the UK Seller or the Company is a party will constitute, the legally valid and binding obligation of Sellers Seller, the UK Seller or the Company, as the case may be, enforceable against Sellers Seller, the UK Seller and the Company, as the case may be, in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws relating to or limiting creditors’ rights generally and by general equitable principles.
(b) principles of equity and public policy. The execution, delivery and performance by Sellers of this Agreement and each Related Document to which Seller, the UK Seller or the Company is a party, and the consummation of the transactions contemplated hereby do not and thereby, will not (i) conflict withviolate the charter documents or bylaws of the Seller, UK Seller or the Company, or (ii) assuming receipt of Approvals listed in Section 4.4(a) of the Seller’s Disclosure Schedule, violate or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, or trigger any change of control provision contained in, any Material Contract (other than any Material Customer Contract referred to in Section 4.11(a)(vi)(A) hereof), (iii) assuming receipt of the Approvals and Permits listed in Section 4.4(b) of the Seller’s Disclosure Schedule, violate any Law or Order applicable to Sellers or by which their respective (iv) result in the imposition of any Encumbrance against the Shares, the Subsidiaries Equity Interests or, except as provided in Section 4.4(a) of the Seller’s Disclosure Schedule, the Investments or any Encumbrance against any other assets may be boundof the Company or the Subsidiaries, other thanexcept, in the case of the Shares, the Subsidiaries Equity Interests or the Investments, Encumbrances set forth in clauses (iiiv) and (iiiv) above as would not reasonably be expected to haveof the definition of Permitted Encumbrances, individually or and in the aggregateall other cases, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyPermitted Encumbrances.
(cb) Assuming the truth and accuracy Except for matters identified in Section 4.4(b) of the representations and warranties of Purchaser in Article IV hereofSeller’s Disclosure Schedule, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance by Seller, UK Seller or the Company of this Agreement or any of the Related Documents to which Seller, the UK Seller or the Company is a party, and the consummation of the transactions contemplated herebyhereby and thereby, will not require any Approval or Permit by any Governmental Entity.
(c) The failure of the Company or a Subsidiary to obtain the consent required by the Investment Advisors Act of 1940, as amended, in connection with the transactions contemplated hereby with respect to any Material Customer Contract pursuant to which the Company or such Subsidiary provides investment advisory services shall not, in and of itself if such consent is not given, permit the Customer to terminate such Material Customer Contract.
Appears in 2 contracts
Samples: Purchase Agreement (Mellon Financial Corp), Purchase Agreement (Affiliated Computer Services Inc)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby by Seller have been duly and validly authorized and approved by all necessary corporate action on the part of SellersSeller. This Agreement has been duly executed and delivered by Sellers and constitutes a the legally valid and binding obligation of Sellers Seller, enforceable against Sellers Seller in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and equitable principles relating to creditors’ or limiting creditors rights generally generally. Except as set forth in Section 3.3 of the Disclosure Schedule, the consents or approvals contemplated to be obtained or filings contemplated to be made prior to the Closing pursuant to Sections 6.2 and 6.15, or as would not reasonably be expected, individually or in the aggregate, to materially and adversely affect Seller’s performance of its obligations contemplated hereby, the execution and delivery of this Agreement by general equitable principles.
(b) Seller and the performance of this Agreement by Seller will not require any consent by, approval or filing with any third party or Public Authority. The execution, delivery and performance by Sellers of this Agreement by Seller and the consummation of the transactions contemplated hereby by Seller do not and will not (i) violate or conflict with, or constitute a breach or default under, their respective Organizational Documentswith any provision of Seller’s organizational documents, (ii) violateviolate or conflict with any applicable Law or (iii) except for the consents and approvals contemplated to be obtained or filings contemplated to be made pursuant to Sections 6.2 and 6.15, or constitute a default, violation or breach or default under, or result in the give rise to a right of termination, cancellation or acceleration of any right or cancellation ofobligation, or the to a loss of any benefit under, the terms of any Contract Permit or agreement, contract or other instrument applicable to which Sellers are a party Seller or by which their respective the assets of Seller may be bound or affected bound, which, in the case of clause (whether upon lapse of time and/or the occurrence of any act or event or otherwiseii) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be boundabove, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to haveexpected, individually or in the aggregate, a material adverse effect on the ability to materially and adversely affect Seller’s performance of Sellers to perform their respective its obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (TPG Advisors IV, Inc.), Stock Purchase Agreement (Telecom Italia S P A)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary All corporate action on the part of Sellers. This the Company, and its officers, directors and shareholders that is necessary for the authorization, execution and delivery of this Agreement, the Investor's Rights Agreement in the form attached hereto as Exhibit A (the "Investor's Rights Agreement"), the Warrant, the OEM Agreement in the form attached hereto as Exhibit C (the "OEM Agreement"), and the Technology Development Agreement in the form attached hereto as Exhibit D (the "Technology Agreement") (this Agreement, the Investor's Rights Agreement, the Warrant, the OEM Agreement and the Technology Agreement are collectively referred to as the "Transaction Agreements"), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Common Stock being sold hereunder and the Common Stock issuable upon exercise of the Warrant has been duly executed taken or will be taken prior to the Closing, and delivered by Sellers and constitutes a legally the Transaction Agreements constitute valid and legally binding obligation obligations of Sellers the Company, enforceable against Sellers in accordance with its their respective terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, and other similar Laws laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to creditors’ rights generally the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions contained in the Investor's Rights Agreement may be limited by general equitable principlesapplicable federal or state securities laws.
(b) The execution, delivery and performance by Sellers of this Agreement or any other Transaction Documents do not, and the consummation of the transactions contemplated hereby do not and thereby will not (i) conflict withnot, constitute or constitute result in a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation violation of, or a default under (A) the loss Articles of benefit underIncorporation or Bylaws of the Company, (B) any Contract agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit (collectively, "Laws") of any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity") to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be boundCompany is subject, other than, except in the case of clauses (ii) and (iii) above as Contracts, for those breaches, violations or defaults that would not reasonably be expected to havenot, individually or in the aggregate, have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Effect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Common Stock and Warrant Purchase Agreement (Nokia Finance International B V), Common Stock and Warrant Purchase Agreement (F5 Networks Inc)
Authorization; No Conflicts. (a) Sellers have all requisite Black River has the necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers Black River and the consummation of the transactions contemplated hereby have been been, duly and validly authorized by all necessary corporate action on the part of SellersBlack River. This Agreement has been duly executed and delivered by Sellers Black River and constitutes a legally valid and binding obligation of Sellers Black River enforceable against Sellers Black River in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers Black River of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective its Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are it is a party or by which their respective its assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers it or by which their respective its assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the its ability of Sellers to perform their respective its obligations under this Agreement (including any Exhibit hereto) or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no No Approval by Black River is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Aei), Stock Purchase Agreement (Ashmore Investment Management LTD)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to executeExcept as set forth in Schedule 7.2, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws.
(b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any of the transactions contemplated herebyhereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will:
(i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries, under (A) their respective organizational documents, (B) any note, instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this clause (D), any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or
(ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities laws.
Appears in 2 contracts
Samples: Series D Preferred Stock Purchase Agreement (Xstream Systems Inc), Series D Preferred Stock Purchase Agreement (Xstream Systems Inc)
Authorization; No Conflicts. (ai) Sellers have all requisite Jefferies has full corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Documents and to consummate the transactions contemplated herebyhereby and thereby (the “Transactions”). The execution, delivery and performance by Jefferies of this Agreement and each Ancillary Document and the consummation of the Transactions have been duly authorized by the Board of Directors of Jefferies. No other corporate proceedings on the part of Jefferies are necessary to authorize the execution, delivery and performance by Jefferies of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been, and at or prior to the Closing or at such time as such Ancillary Document is entered into, each Ancillary Document to which it is a party will be, duly and validly executed and delivered by Jefferies. This Agreement is, and upon its execution at or prior to the Closing or at such time as such Ancillary Document is entered into, each Ancillary Document to which it is a party will be, a valid and binding obligation of Jefferies, enforceable against it in accordance with its terms.
(ii) The execution, delivery and performance of this Agreement by Sellers and the Ancillary Documents, the consummation by Jefferies of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers of this Agreement Transactions and the consummation compliance by Jefferies with any of the transactions contemplated hereby do not provisions hereof and thereof will not (i) conflict with, violate or result in a breach of any provision of, or constitute a breach default (or default underan event which, their respective Organizational Documents, (ii) violate, with notice or lapse of time or both would constitute a breach or default default) under, or result in the termination, acceleration termination of or cancellation ofaccelerate the performance required by, or the loss result in a right of benefit termination or acceleration under, (A) any Contract provision of the Amended and Restated Certificate of Incorporation or By-laws of Jefferies or the certificate of incorporation, charter, by-laws or other governing instrument of any Subsidiary of Jefferies or (B) any mortgage, note, indenture, deed of trust, lease, loan agreement or other agreement or instrument or any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to which Sellers are a party Jefferies or by which any of its Subsidiaries or any of their respective assets may be bound properties or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyassets.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Investment Agreement (Leucadia National Corp), Investment Agreement (Jefferies Group Inc /De/)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation each of the transactions contemplated hereby Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have been duly and validly authorized by all necessary corporate action on the part of Sellerssuch Qwest Transaction Party. This Agreement has been duly executed The Transaction Documents and delivered by Sellers and constitutes Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligation obligations of Sellers such Qwest Transaction Party, enforceable against Sellers such Qwest Transaction Party in accordance with its terms, their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by general bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principlesprinciples relating to or limiting creditors' rights generally.
(b) The Qwest Transaction Parties' respective execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not Transaction Documents and Commercial Agreements to which any of them is a party will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, (A) such parties' respective certificates of incorporation or result in the termination, acceleration bylaws or cancellation of, or the loss (B) except as set forth on Section 3.2(b) of benefit underSeller's Disclosure Schedule, any Material Contract to which Sellers are any of them is a party or by under which any of their respective material assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be are bound, other than, in the case except for any violations of clauses (ii) and (iii) above as or breaches or defaults under any Material Contract that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement Encumbrance, other than Permitted Encumbrances, against all or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy any portion of the representations Xxxxxx Transferred Business. Subject to obtaining the Approvals and warranties Permits listed in Section 3.4 of Purchaser in Article IV hereofSeller's Disclosure Schedule, no Approval is necessary to be obtained or made by Sellers in connection with the Qwest Transaction Parties' respective execution, delivery and performance of this Agreement or the consummation Transaction Documents and Commercial Agreements to which any of the transactions contemplated herebythem is a party will not violate any Law in any material respect.
Appears in 2 contracts
Samples: Purchase Agreement (Dex Media Inc), Purchase Agreement (Dex Media West LLC)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer of this Agreement by Sellers and the Related Agreements to which Buyer is a party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Buyer and by all other necessary corporate action on the part of SellersBuyer. This Agreement has been duly executed and delivered by Sellers Buyer and constitutes each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, shall have been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute, or will constitute, legally valid and binding obligation obligations of Sellers Buyer, enforceable against Sellers Buyer in accordance with its terms, terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws of general applicability and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) The generally. Except as set forth on Schedule 3.2(b), the execution, delivery and performance by Sellers Buyer of this Agreement and the Related Agreements to which it is a party, and the consummation by Buyer of the transactions contemplated hereby Stock Purchase Agreement Transactions do not and will not (i) conflict with, violate or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon notice, lapse of time and/or the occurrence of any act or event or otherwise) under the charter documents or by-laws of Buyer, (ii) result in any breach of or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance (other than Permitted Encumbrances) on any of the properties or assets of Buyer pursuant to any Contract or Permit to which Buyer is a party or by which Buyer or any of its properties or assets is bound or affected, or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be boundLaw, other thanexcept for any such violations, in the case of clauses (ii) breaches, defaults and (iii) above impositions as would not reasonably be expected to haveprevent or delay consummation of the Purchase or any of the other Stock Purchase Agreement Transactions in any material respect, individually or otherwise prevent Buyer from performing its obligations under this Agreement or any other Related Agreement to which it is a party in any material respect and excluding any filings or Approvals required under the Xxxx-Xxxxx-Xxxxxx Act. Except as set forth on Schedule 3.2(b) and except for any filings or approvals required under the Xxxx-Xxxxx-Xxxxxx Act, the execution, delivery and performance by Buyer of this Agreement and the Related Agreements to which it is a party and the consummation by Buyer of the Stock Purchase Agreement Transactions do not and will not require any Approvals or Permits to be obtained by Buyer except for any such Approvals or Permits the failure of which to receive would not in the aggregate, aggregate have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or Buyer to consummate the transactions contemplated herebyStock Purchase Agreement Transactions.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Marriott International Inc /Md/), Stock Purchase Agreement (Sunrise Assisted Living Inc)
Authorization; No Conflicts. (a) Sellers have all requisite power 4.3.1 None of the Seller Parties is a party to, subject to or bound by any Law, and authority no Action is pending against any of the Seller Parties or, to executethe knowledge of each of the Seller Parties, deliver and perform threatened that would prevent or adversely affect the execution, delivery or performance by any of the Seller Parties of this Agreement and to consummate all other agreements herein contemplated or the transactions contemplated hereby. The executiontransfer, delivery conveyance and performance of this Agreement by Sellers and the consummation sale of the transactions contemplated hereby have been duly and validly authorized by all necessary action on Purchased Assets pursuant to the part of Sellers. terms hereof.
4.3.2 This Agreement has and any related agreements have been duly executed and delivered by Sellers each of the Seller Parties and constitutes a constitute the legally valid and binding obligation of Sellers each of the Seller Parties, enforceable against Sellers each of the Seller Parties in accordance with its terms, their terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to creditors’ or limiting creditors rights generally and by general equitable principlesgenerally, subject to the unenforceability under certain circumstances of covenants not to compete.
(b) The 4.3.3 Neither the execution, delivery and or performance by Sellers of this Agreement and or related agreements, nor the consummation of the transactions contemplated hereby do not and hereby, nor the fulfillment of the terms hereof, by any of the Seller Parties violates or will not (i) conflict withviolate, constitutes or will constitute a breach of or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in under any of the termination, acceleration or cancellation of, or the loss terms and provisions of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise), or conflicts or will conflict with (a) any Contract (provided that no such representation is made with respect to Sellers' Contracts to the extent listed in Schedule 1.1.1), Order or other material obligation to which any of the Seller Parties is a party or is bound, (iiib) violate any Law or Order applicable to Sellers any of the Seller Parties or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy charter documents or bylaws of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with Sellers.
4.3.4 Neither the execution, delivery and or performance of this Agreement or related agreements, nor the consummation of the transactions contemplated hereby, nor the fulfillment of the terms hereof, by any of the Seller Parties results in or will result in (a) any augmentation or acceleration of rights, benefits or obligations of any party under any Contract or other material obligation to which any of the Seller Parties is a party or is bound or subject to or (b) the imposition of any Encumbrance against any Purchased Asset.
4.3.5 The Seller Parties must obtain all Permits and Approvals listed on Section 4.3 of the Sellers Disclosure Schedule to consummate the transactions contemplated by this Agreement. Except for matters identified in Section 4.3 of the Sellers Disclosure Schedule as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by each of the Seller Parties and the performance of this Agreement and any related or contemplated transactions by each of the Seller Parties will not require filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Playboy Enterprises Inc), Asset Purchase Agreement (Playboy Enterprises Inc)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to executeExcept as set forth in Schedule 7.2, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series A Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws.
(b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any of the transactions contemplated herebyhereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will:
(i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries, under (A) their respective organizational documents, (B) any note, instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this clause (D), any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or
(ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities laws.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (Xstream Systems Inc), Series a Preferred Stock Purchase Agreement (Xstream Systems Inc)
Authorization; No Conflicts. (a) Sellers have all requisite Each of Parent and Merger Sub has full power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance of this Agreement by Sellers and the Ancillary Agreements to which each of Parent and Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub, and no other corporate action on the part of Parent or Merger Sub is necessary to approve this Agreement or the Ancillary Agreements to which they are a party or authorize or consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which each of Parent and Merger Sub is a party have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers each of Parent and constitutes a legally Merger Sub (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other parties hereto and thereto) and constitute valid and binding obligation obligations of Sellers each of Parent and Merger Sub, enforceable against Sellers each of Parent and Merger Sub in accordance with its their terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium and other or similar Laws relating to creditors’ or affecting the rights of creditors generally and by general the availability of equitable principlesrelief (whether in proceedings at law or in equity).
(b) The executionAssuming all consents, approvals, authorizations, filings and notifications and other actions set forth in Section 6.3 have been obtained or made, neither the execution and delivery and performance by Sellers of this Agreement or the Ancillary Agreements to which it is a party by each of Parent and Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby do not and or thereby to be performed by Parent or Merger Sub, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof or thereof, will not (i) conflict with, violate any provision of the organizational documents of Merger Sub or constitute a breach violate any provision of the certificate of incorporation or default under, their respective Organizational Documentsbylaws of Parent, (ii) (x) violate, conflict with or constitute require any notice, filing, consent or approval under any material applicable Law to which Parent, Merger Sub or any of their respective properties, contracts or assets are subject, or (y) violate, conflict with, result in a breach or default under, or result in the termination, acceleration or cancellation of, of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, result in the creation of any Contract Encumbrance upon Parent Common Stock, properties, contracts or assets of Parent or Merger Sub under, or require any notice, approval or consent under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Sellers are Parent Merger Sub is a party party, or by which Parent Merger Sub, or any of their respective assets properties or assets, may be bound or affected (whether upon lapse of time and/or the occurrence of in any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyrespect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Omniture, Inc.), Merger Agreement (Websidestory Inc)
Authorization; No Conflicts. (ai) Sellers have all requisite The Investor has the necessary power and authority to execute, execute and deliver and perform this Agreement the Transaction Documents to which it is a party and to consummate the transactions contemplated herebyperform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement by Sellers the Transaction Documents to which the Investor is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the part case may be, and no further approval or authorization by any of Sellersits shareholders, partners or other equity owners, as the case may be, is required. This Agreement has been and the other Transaction Documents to which the Investor is a party will have been at the Closing duly and validly executed and delivered by Sellers the Investor and, assuming due authorization, execution and constitutes a legally delivery by the Company and the other parties thereto, are, or in the case of documents executed after the date hereof, will be, upon execution, the valid and binding obligation obligations of Sellers the Investor enforceable against Sellers the Investor in accordance with its terms, their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other similar Laws laws of general applicability relating to or affecting creditors’ rights generally and or by general equitable equity principles).
(bii) The Neither the execution, delivery and performance by Sellers the Investor of this Agreement and the Transaction Documents nor the consummation of the transactions contemplated hereby do not and or thereby, nor compliance by the Investor with any of the provisions hereof or thereof, will not (iA) violate, conflict with, or constitute result in a breach or default under, their respective Organizational Documents, (ii) violateof any provision of, or constitute a breach default (or default an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, acceleration or cancellation termination of, or accelerate the loss performance required by, or result in a right of benefit undertermination or acceleration of, or result in the creation of any Contract Liens upon any of the properties or assets of the Investor under any of the terms, conditions or provisions of (1) its articles of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Sellers are the Investor is a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company and the other thanparties to the Transaction Documents), violate any Law applicable to the Investor or any of its properties or assets except in the case of clauses (iiA)(2) and (iiiB) above for such violations, conflicts and breaches as would not reasonably be expected to have, individually or in materially adversely affect the aggregate, a material adverse effect on the Investor’s ability of Sellers to perform their respective its obligations under this Agreement the Transaction Documents or to consummate the transactions contemplated herebyhereby or thereby on a timely basis.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Investment Agreement (FNB United Corp.), Investment Agreement (FNB United Corp.)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby by Buyer have been duly and validly authorized and approved by all necessary corporate action on the part of SellersBuyer. This Agreement has been duly executed and delivered by Sellers and constitutes a the legally valid and binding obligation of Sellers Buyer, enforceable against Sellers Buyer in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and equitable principles relating to creditors’ or limiting creditors rights generally generally. Except for the consents or approvals contemplated to be obtained or filings contemplated to be made prior to the Closing pursuant to Section 6.2, the execution and by general equitable principles.
(b) The execution, delivery and performance by Sellers of this Agreement by Buyer and the performance of this Agreement and any related or contemplated transactions by Buyer and the consummation of the transactions contemplated hereby by Buyer will not require any consent by, approval or filing with any other third party or Public Authority. The execution, delivery and performance of this Agreement by Buyer and the execution, delivery and performance of any related agreements or contemplated transactions by Buyer and the consummation of the transactions contemplated hereby by Buyer do not and will not (i) violate or conflict with, or constitute a breach or default under, their respective Organizational Documentswith any provision of Buyer’s organizational documents, (ii) violate, violate or conflict with any applicable Law or (iii) constitute a default, violation or breach or default under, or result in the give rise to a right of termination, cancellation or acceleration of any right or cancellation ofobligation, or the to a loss of any benefit under, the terms of any Permit or agreement, Contract or other instrument applicable to which Sellers are a party Buyer or by which their respective the assets of Buyer may be bound or affected bound, which, in the case of clause (whether upon lapse of time and/or the occurrence of any act or event or otherwiseii) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be boundabove, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to haveexpected, individually or in the aggregate, a material adverse effect on the ability to materially and adversely affect Buyer’s performance of Sellers to perform their respective its obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (TPG Advisors IV, Inc.), Stock Purchase Agreement (Telecom Italia S P A)
Authorization; No Conflicts. (a) Sellers have all requisite Xxxxxxx has the necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers Xxxxxxx and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of SellersXxxxxxx. This Agreement has been duly executed and delivered by Sellers Xxxxxxx and constitutes a legally valid and binding obligation of Sellers Xxxxxxx enforceable against Sellers Xxxxxxx in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers Xxxxxxx of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective its Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are it is a party or by which their respective its assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers it or by which their respective its assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the its ability of Sellers to perform their respective its obligations under this Agreement (including any Exhibit hereto) or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no No Approval by Xxxxxxx is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Aei), Stock Purchase Agreement (Ashmore Investment Management LTD)
Authorization; No Conflicts. (a) Sellers have all requisite The Company has full corporate power and authority to execute, execute and deliver and perform this Agreement and each Transaction Agreement that is to be executed by the Company, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and each of the Transaction Agreements to be executed by Sellers the Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all the board of directors of the Company, and no other corporate proceedings on its part are necessary action on to authorize the part execution, delivery or performance of Sellersthis Agreement. This Agreement has been been, and each of the Transaction Agreements to be executed by the Company will be, at or prior to the Closing, duly and validly authorized, executed and delivered by Sellers the Company, and constitutes assuming that this Agreement and each of the Transaction Agreements to be executed by the Company is a legally valid and binding obligation of Sellers the other parties hereto and thereto, this Agreement constitutes, and each of the Transaction Agreements to be executed by the Company when so executed and delivered will constitute, legal, valid and binding obligations of the Company, enforceable against Sellers the Company in accordance with its their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating subject to creditors’ rights generally and by general equitable principlesthe Enforceability Exceptions.
(b) The executionExcept for compliance with the requirements under the HSR Act, delivery Securities Laws, the rules and performance by Sellers regulations of this Agreement NASDAQ and any other regulations applicable to the consummation of the transactions contemplated hereby do not and will not (i) conflict withset forth on Section 6.13 and as set forth on Schedule 6.03, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or and any Transaction Agreement to which any Acquired Company is a party by such Acquired Company and the consummation of the transactions contemplated herebyhereby or thereby do not and will not (a) conflict with or violate any provision of, or result in the breach of the Organizational Documents of any Acquired Company, (b) conflict with or result in any violation of any provision of any Law or Governmental Order applicable to the Acquired Companies or any of their respective properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, 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 acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract required to be set forth on Schedule 6.09 (other than with respect to any Plan), or (d) result in the creation of any Lien upon any of the properties or assets of any Acquired Company, except (in the case of clauses (b), (c) or (d) above) for such violations, conflicts, breaches or defaults which would not, individually or in the aggregate, reasonably be expected to be material to the Acquired companies, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Mudrick Capital Acquisition Corp. II)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers Bevco and the consummation of the transactions contemplated hereby have SAB has been duly and validly authorized by all necessary action on the part of Sellerscorporate action. This Agreement has been duly executed and delivered by Sellers and constitutes a the legally valid and binding obligation of Sellers SAB and Bevco (as applicable), enforceable against Sellers SAB and Bevco (as applicable) in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally generally. The execution and delivery of this Agreement and the Related Agreements by general equitable principles.
SAB and Bevco (bas applicable) the performance of this Agreement and any related or contemplated transactions by SAB and Bevco (as applicable) will not require filing or registration with, or the issuance of any Permit or consent of any third party. The execution, delivery and performance by Sellers of this Agreement and the Related Agreements by SAB and Bevco (as applicable) and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with, result in any breach of or constitute a breach default (whether upon passage of time, the giving of notice or default otherwise) under, their respective Organizational Documentsthe charter documents or by-laws of SAB or Bevco (as applicable), (ii) violateconflict with or violate any Law, or constitute a breach conflict with, violate or default underrequire any Order or Permit, applicable to SAB, Bevco or result in BermudaCo or any of their respective assets, properties or businesses, the termination, acceleration or cancellation of, effect of which or the loss lack of benefit under, any Contract which (as applicable) would be reasonably likely to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of Sellers SAB or Bevco to perform their respective obligations under this Agreement hereunder or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained thereunder or made by Sellers in connection with the execution, delivery and performance of this Agreement or which would prevent the consummation of the transactions contemplated herebyhereby or thereby, (iii) result in the creation or imposition of any (a) Encumbrance against any assets or properties of BermudaCo or (b) Encumbrance against BermudaCo Stock, in either case under any of the terms, conditions or provisions of any Contract or any other instrument or obligation to which SAB, Bevco or BermudaCo is a party or by which the BermudaCo Stock or any of SAB, Bevco or any of BermudaCo or any of their respective material properties or assets is bound.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have The Company has all requisite necessary corporate power and authority to executeand has taken all necessary corporate action required for the due authorization, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by Sellers and the consummation by the Company of the transactions contemplated hereby have been duly hereby, including the due authorization, issuance, sale, transfer and validly authorized by all necessary action on delivery of the part of SellersPurchased Shares. This Agreement has been duly executed and delivered by Sellers the Company. Assuming due execution and constitutes delivery thereof by the Purchaser, this Agreement is a legally valid and binding obligation of Sellers the Company enforceable against Sellers the Company in accordance with its terms, except as such enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar Laws legal requirement relating to or affecting creditors’ rights generally and by except as such enforceability is subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The Assuming that each of the consents, approvals, authorizations and filings contemplated by Section 2.3 have been obtained or made, as applicable, and assuming the receipt of any required approval of the stockholders of the Company, the authorization (but only to the extent such approval is required by applicable Law), execution, delivery and performance by Sellers the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do hereby, including the issuance of the Purchased Shares, does not and will not not: (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, violate or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence breach of any act provision of the Certificate of Incorporation or event Bylaws of the Company; or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) in each case except to the extent that such violation or result has not had, and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect: (A) (i) violate or result in the ability breach of Sellers any provision of the organizational documents of any of the Company’s Subsidiaries, (B) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to perform their respective the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under this Agreement any such Contract; (C) violate any provision of, constitute a breach of, or default under, any Laws applicable to consummate the transactions contemplated hereby.
Company or any of its Subsidiaries; or (cD) Assuming result in the truth and accuracy creation of any lien upon any assets, rights or properties of the representations and warranties Company or any of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement its Subsidiaries or the consummation suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the transactions contemplated herebyCompany or any of its Subsidiaries, other than liens under federal or state securities Laws or liens created by Purchaser.
Appears in 1 contract
Samples: Stock Purchase Agreement (Blackstone Holdings III L.P.)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Seller of this Agreement by Sellers and the consummation of the transactions contemplated hereby have Related Agreements to which such Person is a Party has been duly and validly authorized by the respective Boards of Directors of each Seller and by all other necessary corporate action on the part of Sellerseach Seller. This Agreement has been duly executed and delivered by Sellers and constitutes a and, when executed, the Related Agreements constitute, or will constitute, legally valid and binding obligation obligations of Sellers each Seller, as applicable, enforceable against Sellers each Seller and the Company in accordance with its their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) The generally. Except as set forth on Schedule 3.1(h), the execution, delivery and performance by Sellers each Seller of this Agreement and the consummation of the transactions contemplated hereby do not and Related Agreements to which such Person is a party will not (i) conflict with, violate the charter documents or constitute a breach or default under, their respective Organizational Documentsby-laws of any Seller, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence imposition of any act Encumbrance against any assets or event properties of the Company or otherwise) any of its Subsidiaries or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be boundLaw, other than, except in the case of clauses clause (ii) or (iii) for any such violations or impositions as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, and excluding any filings or approvals required under the Harx-Xxxxx-Xxxxxx Xxt. Except for (i) matters identified in Schedule 3.1(h), (ii) any filings or approvals required under the Harx-Xxxxx-Xxxxxx Xxt and (iii) above any consents required in connection with Contracts, which consents are identified in Schedule 3.1(e) or excluded therefrom based on the fact that a Contract is not a Material Contract, the execution, delivery and performance by each Seller of this Agreement and the Related Agreements to which such Person is a party will not require any Approvals or consents of third parties to be obtained or give rise to any rights of termination of any Material Contract, except for any such Approvals, consents of third parties or rights of termination the failure of which to receive would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect or have a material adverse effect on the ability of Sellers to consummate the transactions contemplated by this Agreement. STOCK PURCHASE AGREEMENT 16 22
(i) LEGAL PROCEEDINGS. Except as set forth on Schedule 3.1(i) or as reserved on the May 31, 2001 balance sheet referred to in Section 3.1(c)(1), there is no Order or Action pending or, to the knowledge of Sellers, threatened in writing against or affecting the Company or any of its Subsidiaries that (i) involves a claim or potential claim of liability in excess of $250,000 against or negatively affecting the Company or any of its Subsidiaries or any of their respective properties or assets, (ii) enjoins or seeks to enjoin any significant activity by the Company or any of its Subsidiaries if such injunction constitutes, or if entered would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (iii) individually or when aggregated with one or more other Orders or Actions has had or would reasonably be expected to have a material adverse effect on the Sellers' ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyAgreement.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Affiliated Computer Services Inc)
Authorization; No Conflicts. (a) Sellers have all requisite power The execution, delivery and authority to execute, deliver and perform performance of this Agreement and the Ancillary Agreements by Buyer have been duly and validly authorized by the Managing Member of Buyer and by all other necessary limited liability company action on the part of Buyer. No approval of Buyer’s holders of Equity Interests is required for Buyer to consummate execute and deliver this Agreement or any Ancillary Agreement, or to perform the transactions contemplated herebyby this Agreement or any Ancillary Agreement. This Agreement constitutes, and the Ancillary Agreements will constitute upon the execution thereof by each applicable contemplated party thereto, the legally valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws and equitable principles relating to or limiting creditors’ rights generally, and as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of a court of competent jurisdiction before which any proceeding may be brought. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized Ancillary Agreements by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and Buyer will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the Organizational Documents of Buyer, (ii) result in a breach of, or default under (or give rise to a right of termination, cancellation, modification or acceleration) any material Contract to which Buyer is a party, or (iii) violate require any Law or Order applicable Approvals to Sellers or by which their respective assets may be boundobtained, other than, except in the case of clauses the foregoing (ii) and (iii) above as for any such breaches, default or Approvals which have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Buyer’s ability of Sellers to perform their respective its obligations under this Agreement or to consummate the transactions contemplated herebyAgreement.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Volt Information Sciences, Inc.)
Authorization; No Conflicts. (a) Sellers have all Seller has the requisite power and --------------------------- authority to execute, deliver and perform enter into this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated herebycarry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have Seller has been duly and validly authorized by the Trust Managers and by all other necessary action on the part of SellersSeller, and no other proceedings on the part of Seller (including Trust Manager and shareholder approval) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except the shareholder consent needed to increase the number of authorized Common Shares to allow the issuance and sale of Shares on any Closing Date to occur. This Agreement has been duly executed and delivered by Sellers Seller and constitutes a the legally valid and binding obligation of Sellers Seller, enforceable against Sellers Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) The executioncollectively, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with"EQUITABLE REMEDIES"). Except as set forth in Schedule 3.5, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement by ------------ Seller and the consummation by Seller of the transactions contemplated hereby will not (i) conflict with or result in the breach of any provisions of, or trigger any preferential rights under, the Charter Documents or the charter or organizational documents of Subsidiaries or Seller Partnerships, (ii) result in a breach or violation of, a default under, or the triggering of any payment or other material obligations pursuant to, or accelerate vesting under, any Seller Benefit Plans or any grant or award thereunder or any employment or consulting agreement or arrangement of Seller, any Subsidiary or any Seller Partnership, (iii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or in a right of termination or cancellation of, accelerate the performance required by, result in the creation of any Encumbrance upon any Properties under, result in the triggering of any rights under, or result in being declared void, voidable or without further binding effect, any of the terms or provisions of any Material Contract of Seller, any Subsidiary or any Seller Partnership or (iv) violate any Law. Schedule 3.5 lists all Permits and Approvals ------------ required to be obtained by Seller, Subsidiaries and Seller Partnerships to consummate the transactions contemplated hereby. Except for matters identified in Schedule 3.5 as requiring that certain actions be taken by or ------------ with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated herebyhereby will not require the consent, authorization or approval or filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity under the terms of any applicable Laws or Material Contracts of Seller, Subsidiaries or Seller Partnerships.
Appears in 1 contract
Samples: Common Share Purchase Agreement (Morgan Stanley Dean Witter Discover & Co)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and --------------------------- performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have Purchaser has been duly and validly authorized by the Board of Directors of Purchaser and by all other necessary corporate action on the part of SellersPurchaser. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers Purchaser, enforceable against Sellers Purchaser in accordance with its terms, terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) generally. The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and by Purchaser, will not (i) conflict with, violate or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the charter documents or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be boundby-laws of Purchaser, other than, in the case of clauses (ii) and (iii) above result in the imposition of any Encumbrance against any material assets or properties of Purchaser except for such Encumbrances as would not reasonably be expected to have, individually or in the aggregate, aggregate have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or Purchaser to consummate the transactions contemplated hereby.
by this Agreement or (ciii) Assuming violate any Law, except for any such violations, breaches, defaults and impositions as would not reasonably be expected to have a material adverse effect on the truth business operations, assets or financial condition of Purchaser. Except for any filings or Approvals required under the HSR Act and accuracy of the representations and warranties of Purchaser in Article IV hereofFederal Acquisition Regulations, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or by Purchaser will not require any Approvals to be obtained except for any such Approvals the consummation failure of which to receive would not in the aggregate have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have The Company has all requisite necessary corporate power and authority to executeand has taken all necessary corporate action required for the due authorization, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by Sellers and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary action on thereby, the part filing of Sellersthe Certificate of Designations with the Secretary of State of the State of Delaware and, following the effectiveness of such actions, for the due authorization, issuance, sale and delivery of the Purchased Shares. This Agreement has been been, and the Registration Rights Agreement, at the Closing will be, duly executed and delivered by Sellers the Company. Assuming due execution and constitutes delivery thereof by each of the other parties hereto or thereto, this Agreement and the Registration Rights Agreement will each be a legally valid and binding obligation of Sellers the Company enforceable against Sellers the Company in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar Laws legal requirement relating to or affecting creditors’ rights generally and by except as such enforceability is subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The authorization, execution, delivery and performance by Sellers the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including the filing of the Certificate of Designations and the issuance of the Purchased Shares do not and will not not: (ix) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, violate or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence breach of any act provision of the Certificate of Incorporation or event or otherwise) Bylaws of the Company; or (iiiy) violate any Law or Order applicable to Sellers or by which their respective assets may be boundwith such exceptions that have not had, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect: (i) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the ability Company or any of Sellers its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to perform their respective which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under this Agreement any such Contract; (ii) violate any provision of, constitute a breach of, or to consummate default under, any applicable state, federal or local law, rule or regulation; or (iii) result in the transactions contemplated hereby.
(c) Assuming the truth and accuracy creation of any lien upon any assets, rights or properties of the representations and warranties Company or any of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement its Subsidiaries or the consummation suspension, revocation or forfeiture of any franchise, permit or license granted by a governmental authority to the transactions contemplated herebyCompany or any of its Subsidiaries, other than liens under federal or state securities laws or liens created by Purchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Array Technologies, Inc.)
Authorization; No Conflicts. (a) Sellers have all requisite Holdings has full limited liability company, power and authority to execute, execute and deliver and perform this Agreement and each Transaction Agreement that is to be executed by Holdings, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and each of the Transaction Agreements to be executed by Sellers Holdings and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action the board of management of Holdings, and Holdings, in its capacity as the sole stockholder of the Company, has, by its execution and delivery hereof irrevocably delivered the Company Stockholder Approval, and no other corporate proceedings on the part of SellersHoldings are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been been, and each of the Transaction Agreements to be executed by Holdings will be, at or prior to the Closing, duly and validly authorized, executed and delivered by Sellers Holdings, and constitutes assuming that this Agreement and each of the Transaction Agreements to be executed by Holdings is a legally valid and binding obligation of Sellers the other parties hereto and thereto, this Agreement constitutes, and each of the Transaction Agreements to be executed by Holdings when so executed and delivered will constitute, legal, valid and binding obligations of Holdings, enforceable against Sellers Holdings, in accordance with its their respective terms, except as may be limited by subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ ' rights generally and by or to general equitable principlesprinciples of equity (the "Enforceability Exceptions").
(b) The execution, delivery and performance by Sellers of this Agreement and any Transaction Agreement to which Holdings is a party by Holdings and the consummation of the transactions contemplated hereby or thereby do not and will not (ia) conflict with or violate any provision of, or result in the breach of the Organizational Documents of Holdings, (b) conflict with or result in any violation of any provision of any Law or Governmental Order applicable to Holdings or any of its properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a breach default (or default underan event which, their respective Organizational Documents, (ii) violatewith notice or lapse of time, or both, would constitute a breach or default default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or cancellation ofamendment under, accelerate the performance required by, or result in the loss acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit underpayable pursuant to, any of the terms, conditions or provisions of any Contract to which Sellers are Holdings is a party or by which their respective any of its assets or properties may be bound or affected affected, or (whether upon lapse of time and/or d) result in the occurrence creation of any act Lien upon any of the properties or event or otherwise) or assets of Holdings except (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (iib), (c) and or (iiid) above as above) for such violations, conflicts, breaches or defaults which would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Sellers Holdings to enter into and perform their respective its obligations under this Agreement or any Transaction Agreement to consummate the transactions contemplated herebywhich Holdings is a party.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Mudrick Capital Acquisition Corp. II)
Authorization; No Conflicts. (ai) Sellers have PESA or EPCA, as the case may be, has all requisite the necessary power and authority to executeexecute and deliver those Restructuring Documents to which it is a party, deliver and to perform this Agreement its obligations under, and to consummate the transactions contemplated herebyby, those Restructuring Documents to which it is a party. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby Those Restructuring Documents to which it is a party have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers PESA and constitutes EPCA, as the case may be.
(ii) Those Restructuring Documents to which it is a party constitute legally valid and binding obligation obligations of Sellers PESA or EPCA, as the case may be, enforceable against Sellers PESA or EPCA, as the case may be, in accordance with its their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ rights generally and by general equitable principlesgenerally.
(biii) The executionexecution and delivery by PESA or EPCA, delivery as the case may be, of those Restructuring Documents to which it is a party and the performance by Sellers PESA or EPCA, as the case may be, of this Agreement its obligations thereunder, and the consummation of the transactions contemplated hereby thereby do not and will not (iA) conflict with, or constitute a breach or default underunder organizational documents or corporate by-laws of PESA or EPCA, their respective Organizational Documentsas the case may be, (iiB) violate, or constitute a breach or default underunder any contract, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract contract to which Sellers are PESA and/or EPCA is a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) ), or (iiiC) violate any Law or Order law applicable to Sellers PESA and/or EPCA, or by which any of their respective assets may be boundassets, other than, in the case of clauses (iiB) and (iiiC) above above, as would not reasonably be expected to have, individually or in the aggregate, cause a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Change.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Restructuring Agreement (Petrobras Energia Participaciones Sa)
Authorization; No Conflicts. (a) Sellers have all Each of Parent and Merger Sub has the requisite corporate power and authority and has taken all corporate action necessary to executeexecute and deliver this Agreement, deliver and to perform this Agreement its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers Parent and Merger Sub, the consummation by each of them of the transactions contemplated hereby and the performance by each of them of their respective obligations hereunder have been duly authorized and approved by the board of directors of Merger Sub and have been duly approved and adopted by Parent as the sole stockholder of Merger Sub. No other corporate action on the part of either of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly (other than the filing of appropriate merger documents as required by the DGCL and validly authorized by all necessary action on filings required under the part of SellersHSR Act). This Agreement has been duly executed and delivered by Sellers each of Parent and Merger Sub and, assuming that this Agreement constitutes a legally valid and binding obligation of Sellers the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against Sellers each of Parent and Merger Sub in accordance with its terms, except as that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally generally, and by general equitable principles.
(b) . The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or by Parent and Merger Sub do not, and the consummation of the transactions contemplated herebyby this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws (or comparable documents) of Parent or Merger Sub, in each case as amended, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under, any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective assets is bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.3, contravene in any material respect any domestic or foreign Law or any Order currently in effect.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite The Company has full corporate power and authority necessary to execute, deliver and perform enter into this Agreement and to consummate carry out the transactions contemplated hereby. The Board of Directors of the Company and Shareholders have taken all action required by law, the Company’s articles of incorporation, its by-laws or otherwise to be taken by them to authorize the execution, delivery and performance of this Agreement by Sellers the Company and each other agreement, document and instrument to be executed and delivered by the Company pursuant hereto and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellersthereby. This Agreement has been duly executed and delivered by Sellers the Company, and constitutes this Agreement and each agreement, document and instrument to be executed by the Company pursuant to this Agreement, constitutes, or when executed and delivered will constitute, a legally legal, valid and binding obligation of Sellers the Company enforceable against Sellers it in accordance with its terms, their respective terms except as that (i) such enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium and or other similar Laws laws now or hereafter in effect relating to creditors’ rights generally and by general (ii) the remedy of specific performance and injunctive and other forms of equitable principlesrelief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(b) The executionExcept as set forth in Section 3.4(b) of the Disclosure Schedule (and other than (i) leases entered into in the ordinary course of business which individually either require annual payments of less than $25,000 or have terms of less than three years or (ii) other commitments requiring payments not exceeding $100,000 in the aggregate), neither the execution and delivery and performance by Sellers of this Agreement and each other agreement, document and instrument referred to in Section 3.4(a), nor the consummation of the transactions contemplated hereby do not and or thereby will not (i) violate any provision of the articles or certificate of incorporation or by-laws or other organizational documents of the Company or any Company Subsidiary, or to the knowledge of the Company, be in conflict with, or constitute a breach default (or default underan event which, their respective Organizational Documentswith notice or lapse of time or both, (iiwould constitute a default) violateunder or result in the termination of, or constitute a breach accelerate the performance required by, or default undercause the acceleration of the maturity of any debt or obligation pursuant to, or result in the terminationcreation or imposition of any security interest, acceleration lien or cancellation of, other encumbrance upon any property or assets of the loss of benefit under, Company or any Contract Company Subsidiary under any agreement or commitment to which Sellers are the Company or any Company Subsidiary is a <PAGE> 22 party or by which their respective assets may be bound the Company or affected (whether upon lapse any Company Subsidiary is bound, or to which the property of time and/or the occurrence Company or any Company Subsidiary is subject, or violate any statute or law or any judgment, decree, order, regulation or rule of any act court or event or otherwise) or (iii) violate any Law or Order governmental authority applicable to Sellers the Company or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyany Company Subsidiary.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Securities Purchase and Sale Agreement (Jones Apparel Group Inc)
Authorization; No Conflicts. (a) Sellers have all Seller has the requisite power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated herebycarry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have Ancillary Agreements by Seller has been duly and validly authorized by the Trust Managers and by the shareholders of the Trust and by all other necessary action on the part of SellersSeller, and no other proceedings on the part of Seller (including Trust Manager and shareholder approval) are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby. This Agreement has and the Ancillary Agreements have been duly executed and delivered by Sellers Seller and each document constitutes a the legally valid and binding obligation of Sellers Seller, enforceable against Sellers Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) The executioncollectively, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with"EQUITABLE REMEDIES"). Except as set forth in Schedule 3.5, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller and the consummation by Seller of the transactions contemplated under this Agreement and the Ancillary Agreements will not (i) conflict with or result in the breach of any provisions of, or trigger any preferential rights under, the Charter Documents or the charter or organizational documents of Subsidiaries or Seller Partnerships, (ii) result in a breach or violation of, a default under, or the triggering of any payment or other material obligations pursuant to, or accelerate vesting under, any Seller Benefit Plans or any grant or award thereunder or any employment or consulting agreement or arrangement of Seller, any Subsidiary or any Seller Partnership, (iii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or in a right of termination or cancellation of, accelerate the performance required by, result in the creation of any Encumbrance upon any Properties under, result in the triggering of any rights under, or result in being declared void, voidable or without further binding effect, any of the terms or provisions of any Material Contract of Seller, any Subsidiary or any Seller Partnership or (iv) violate any Law. Schedule 3.5 lists all Permits and Approvals required to be obtained by Seller, Subsidiaries and Seller Partnerships to consummate the transactions contemplated hereby. Except for matters identified in Schedule 3.5 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated herebyhereby and thereby will not require the consent, authorization or approval or filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity under the terms of any applicable Laws or Material Contracts of Seller, Subsidiaries or Seller Partnerships.
Appears in 1 contract
Samples: Common Share Purchase Agreement (American Industrial Properties Reit Inc)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have other Transaction Documents by Lxxxxx has been duly and validly authorized by the Board of Directors of Landos and by all other necessary corporate action and procedures on the part of SellersLandos, pursuant to applicable laws and regulations and the articles of incorporation or any other internal regulations of Landos. The approval by Lxxxxx’ stockholders of the execution, delivery and performance of this Agreement and the other Transaction Documents is not required. This Agreement has been duly executed and delivered by Sellers and constitutes any other Transaction Documents to which Landos is a party constitute the legally valid and binding obligation of Sellers Landos, enforceable against Sellers Landos in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to creditors’ or limiting creditors rights generally and by general equitable principlesgenerally.
(b) The Neither the execution, delivery and performance by Sellers of any Transaction Documents, including this Agreement and Agreement, nor the consummation of the transactions contemplated hereby do not and Contemplated Transactions, by Landos or any Subsidiary, will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, the charter documents or by-laws of any of such entities or any Contract of any of such entities, (ii) result in the imposition of Encumbrance (other than Permitted Encumbrances) against any of the Acquired Assets or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyLaw.
(c) Assuming The execution and delivery by Lxxxxx and the truth performance of this Agreement and accuracy any Contemplated Transactions by Lxxxxx or any Subsidiary will not require consent or waiver from, filing or registration with, or the issuance of any Permit or Approval by, any other Person or Governmental Entity, except as explicitly required in this Agreement.
(d) The purchase and acquisition of the representations Redeemed Shares by Lxxxxx does not and warranties will not violate any Laws and will not be declared or be deemed null and void under applicable Law or the Organizational Documents or other internal rules or regulations of Purchaser Landos. On the Closing Date, Landos (i) has sufficient capital and has otherwise satisfied all other requirements under applicable Law and the Organizational Documents or other internal rules or regulations of Landos in Article IV hereoforder to consummate the redemption of the Redeemed Shares, no Approval is (ii) has received all necessary to be obtained or made by Sellers consents and have completed any other procedures in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated herebyredemption and purchase of the Redeemed Shares.
Appears in 1 contract
Samples: Asset Purchase and Redemption Agreement (Landos Biopharma, Inc.)
Authorization; No Conflicts. (a) Sellers have all requisite power The execution, delivery and authority to execute, deliver and perform performance by the Purchaser of this Agreement and the Ancillary Documents to consummate which the Purchaser is a party and the consummation of the transactions contemplated herebyhereby and thereby have been duly authorized by all necessary corporate action on behalf of the Purchaser. This Agreement has been, and on or prior to the Closing Date each of the Ancillary Documents to which the Purchaser is a party will be, duly and validly executed and delivered by the Purchaser, and this Agreement is, and upon their execution and delivery on or prior to the Closing Date each of the Ancillary Documents to which the Purchaser is a party will be, a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement by Sellers and the Ancillary Documents to which the Purchaser is a party, the consummation by the Purchaser, of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers of this Agreement thereby and the consummation of compliance by Purchaser, with the transactions contemplated hereby do not provisions hereof and thereof will not (i) conflict with, violate or result in a breach of any provision of, require a consent, approval or notice under, or constitute a breach default (or default an event, which, with notice or lapse of time or both, would constitute a default) under, their respective Organizational Documents(i) any organizational document of the Purchaser, (ii) violateany Contractual Obligation of the Purchaser, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate assuming that the clearances, filings, consents and approvals specified in Schedule 4.02(c) have been obtained or made and any waiting period applicable thereto has expired or been terminated, any Requirement of Law or Order applicable to Sellers or by which their respective assets may be boundthe Purchaser, other thanexcept, in the case of clauses (ii) and (iii) above as above, such conflicts, violations, breaches, consents, approvals, notices, defaults, terminations, accelerations or Liens which would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Effect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all The Company has requisite corporate power and authority to execute, deliver and perform enter into this Agreement and to consummate perform its obligations hereunder. The Board of Directors, at a duly called and held meeting, has adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated hereby. The by this Agreement are fair and declaring it advisable to enter into this Agreement, (ii) approving the execution, delivery and performance of this Agreement by Sellers and, subject to the terms and conditions set forth herein, the consummation of the Offer, the Merger and the other transactions contemplated hereby, (iii) subject to the terms and conditions set forth herein, recommending that the stockholders of the Company accept the Offer and tender their Common Shares in the Offer and, if necessary, adopt this Agreement, the Merger and the other transactions contemplated hereby have been duly (the “Recommendation”); (iv) rendering the limitations on business combinations contained in Section 203 of the DGCL inapplicable to this Agreement, the Offer, the Merger and validly authorized the other transactions contemplated hereby and (v) electing that the Offer, the Merger and the other transactions contemplated hereby, to the extent of the Board of Directors’ power and authority and to the extent permitted by all necessary action applicable Law, not be subject to any Takeover Laws that may purport to be applicable to this Agreement. Other than the Company Stockholder Approval, if applicable, no other corporate proceedings on the part of Sellersthe Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sellers and the Company and, assuming this Agreement constitutes a legally the valid and binding obligation agreement of Sellers Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against Sellers the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights generally and by general equitable principlesprinciples of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder do not and will not require any Consents other than (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (ii) Consents of the SEC or under state securities or “blue sky” laws or the securities laws of any foreign country, and such Consents as may be required in any jurisdiction where the Company is qualified or authorized to do business as a foreign corporation in order to maintain such qualification or authorization and (iii) any other Consents that, if they were not obtained or made, would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect or to prevent or materially delay the consummation of the Offer, the Merger and the other transactions contemplated hereby.
(c) Assuming compliance with the matters referenced in Section 2.4(b), the execution, delivery and performance by Sellers the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not (i) contravene or conflict with, with the organizational or constitute a breach governing documents of the Company or default under, their respective Organizational Documentsany of its Subsidiaries, (ii) violate, contravene or conflict with or constitute a breach violation of any provision of any Law binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon the Company or any of its Subsidiaries or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence creation of any act Lien (other than Permitted Liens) upon any of the properties or event assets of the Company or otherwise) any of its Subsidiaries; provided, however, that no representation or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, warranty is made in the case of foregoing clauses (ii) and (iii) above as with respect to matters that would not reasonably be expected to haveexpected, individually or in the aggregate, to have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyCompany Material Adverse Effect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite Goldman has the necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers Goldman and the consummation of the transactions transaction contemplated hereby have been been, or will be as of the Closing, duly and validly authorized by all necessary action on the part of Sellerscorporate action. This Agreement has been duly executed and delivered by Sellers Goldman and constitutes a legally valid and binding obligation of Sellers Goldman enforceable against Sellers Goldman in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers Goldman of this Agreement and the consummation of the transactions transaction contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective its Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are it is a party or by which their respective its assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers it or by which their respective its assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the its ability of Sellers to perform their respective its obligations under this Agreement (including any Exhibit hereto) or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser Axxxxxx in Article IV hereofSection 4 hereof and except for the delivery to AEI of the Share Transfer Certificate, the Addendum to the Shareholders Agreement and the Joinder to the Registration Rights Agreement, no Approval or third party consent or approval under any Contract to which Goldman is a party is necessary to be obtained or made by Sellers Goldman in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aei)
Authorization; No Conflicts. (a) Sellers have all requisite The Company has the full legal right, --------------------------- power and authority to executeenter into this Agreement, deliver and perform this the Flow of Funds Agreement, the Employment Agreement and the Escrow Agreement, and to consummate perform the transactions contemplated herebyherein and therein. The execution, delivery and performance of this Agreement, the Flow of Funds Agreement, the Employment Agreement by Sellers and the Escrow Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized thereby do not and will not (a) violate or conflict with any provision of the Company's Articles of Incorporation or Bylaws, (b) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon any of the assets of the Company pursuant to, any Contract (as defined in Section 4.15) to which the Company is a ------------ party or by which the Company is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require the Company to obtain any authorization, consent, order, permit or approval of, or provide notice to, or filing, registration or qualification with, any Government Authority, except as set forth on the Disclosure Schedule. The Company has received, or will receive prior to the Closing, all necessary action on approvals from its Board of Directors and shareholders to consummate the part of Sellerstransactions contemplated hereby. This Agreement has been duly executed and delivered by Sellers the Company, and constitutes a legally at the Closing the Flow of Funds Agreement, the Employment Agreement and the Escrow Agreement will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A, this Agreement constitutes, and the Flow of Funds Agreement, the Employment Agreement and the Escrow Agreement will constitute, the legal, valid and binding obligation of Sellers the Company, enforceable against Sellers it in accordance with its their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar Laws relating to laws affecting creditors’ ' rights generally and by general the exercise of judicial discretion in accordance with equitable principles.
(b) The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sm&a Corp)
Authorization; No Conflicts. (a) Sellers have all requisite Each Purchaser has full power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by each Purchaser of this Agreement by Sellers and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of SellersPurchasers. This Agreement has been duly been, and on or prior to the Closing Date the Ancillary Documents to which each Purchaser is a party will be, executed and delivered by Sellers such Purchaser and constitutes this Agreement is, and upon the execution on or prior to the Closing Date the Ancillary Documents to which each Purchaser is a legally party will be, the valid and binding obligation of Sellers such Purchaser, enforceable against Sellers it in accordance with its terms, except as may be limited by terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to laws affecting creditors’ ' rights generally and by to general equitable principles.
(b) principles of equity. The execution, delivery and performance by Sellers each Purchaser of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby do not and thereby and the compliance by each Purchaser with any of the provisions hereof and thereof will not (i) conflict with, violate or result in a breach of any provision of, require a Consent under, or constitute a breach default (or default an event, which, with notice or lapse of time or both, would constitute a default) under, their respective Organizational Documents, (i) any organizational document of any Purchaser or (ii) violateany mortgage, note, indenture, deed of trust, lease, loan agreement or constitute a breach other agreement or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence instrument of any act or event or otherwise) Purchaser, or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be boundassuming that the clearances, other thanfilings, Consents and approvals specified in the case of clauses (iiSchedule 3.01(d) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be have been obtained or made by Sellers in connection with the executionand any waiting period applicable thereto has expired or been terminated, delivery and performance of this Agreement any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or the consummation of the transactions contemplated herebyregulation binding or applicable to any Purchaser or its respective properties or assets.
Appears in 1 contract
Samples: Securities Purchase Agreement (Morgan Stanley Dean Witter & Co)
Authorization; No Conflicts. (a) Sellers have all Purchaser has the requisite corporate power and authority authority, as applicable, and has taken all corporate action necessary to execute, execute and deliver and perform this Agreement and each Other Transaction Document to which it is, or shall become a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and each Other Transaction Document to be executed and delivered by Sellers Purchaser, and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly authorized and approved by the Board of Directors of Purchaser, and no other corporate action on the part of Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and each Other Transaction Document by Purchaser and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellersthereby. This Agreement has and the Other Transaction Documents to be executed and delivered by Purchaser have been or will be duly executed and delivered by Sellers Purchaser and, assuming that this Agreement and each of the Other Transaction Documents constitutes a legally valid and binding obligation of Sellers Seller when executed and delivered by Seller, constitutes a valid and binding obligation of Purchaser enforceable against Sellers Purchaser in accordance with its their terms, except as to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws relating to affecting the enforcement of creditors’ rights generally and by general equitable principles.
(b) The execution, execution and delivery and performance by Sellers of this Agreement and each Other Transaction Document to be executed and delivered by Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby do not by this Agreement and by the Other Transaction Documents will not not: (i) conflict withwith any of the provisions of the certificate or articles of incorporation or by-laws or other equivalent charter documents, or constitute a breach or default underas applicable, their respective Organizational Documents, of Purchaser; (ii) violateconflict with, result in a breach of or default under (with or without notice or lapse of time, or constitute a breach both) any (A) Permit of Purchaser or default under, any of its Subsidiaries or result in the termination, acceleration or cancellation of, or the loss of benefit under, any (B) Contract to which Sellers are Purchaser or any of its Subsidiaries is a party or by which any of their respective assets may be are bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) subject; or (iii) violate subject to the receipt or making of the consents, approvals, authorizations and filings referred to in Section 4.5, contravene any Law or Order applicable to Sellers or by which their respective assets may be boundcurrently in effect, other than, except in the case of clauses (ii) and (iii) above as above, for such conflicts, breaches, defaults or contraventions which would not reasonably be expected to (x) have, individually or in the aggregate, a material adverse effect on the Purchaser Material Adverse Effect or (y) impair or delay Purchaser’s ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated herebyOther Transaction Documents.
Appears in 1 contract
Samples: Stock and Interest Purchase Agreement (Wellpoint Inc)
Authorization; No Conflicts. (a) Sellers Each of Wejo and Merger Sub 1 has, and Xxxxxx and Merger Sub 2 will have all requisite upon executing the Joinders as set forth in Section 5.23, full power and authority to execute, execute and deliver and perform this Agreement and each other Transaction Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby, subject to Wejo Shareholder Approval and the Merger Sub Shareholder Approvals. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and each other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers of this Transaction Agreement and the consummation of the transactions contemplated hereby do not and thereby have been, or will not be,
(b) Except (i) conflict withfor the requirements under the Securities Laws, or constitute a breach or default under, their respective Organizational Documents, Nasdaq and any other Laws that are required for the consummation of the transactions contemplated hereby (including the Investment Screening Laws) and (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwiseas set forth on Section 4.3(b) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereofWejo Disclosure Schedules, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or and each of the Transaction Agreements to be executed by Holdco, Wejo and/or Merger Subs and the consummation of the transactions contemplated herebyhereby and thereby, or compliance by Holdco, Wejo and Merger Subs with any of the provisions hereof or thereof, do not and will not (a) assuming the Wejo Shareholder Approval and the Merger Sub Shareholder Approvals are obtained, conflict with or result in any violation of any provision of (1) the Wejo Organizational Documents, (2) the Holdco Organizational Documents or (3) the equivalent organizational documents of the Merger Subs, (b) result in a breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, give to others any right of termination, amendment, acceleration or cancellation of, result in the triggering of any payment or other obligation or any right of consent or approval or right of first offer or refusal, or result in the creation of a Lien on any material property or asset of Wejo or any Wejo Subsidiary, (c) subject to the approvals and filings set forth in this Agreement and assuming Wejo Shareholder Approval and the Merger Sub Shareholder Approvals are obtained, conflict with or violate any outstanding judgment, order or decree, any applicable Law, or any rule or regulation of any securities exchange on which Wejo Common Shares are listed for trading, in each case applicable to Wejo or any Wejo Subsidiary or any of the material properties or assets of Wejo or any Wejo Subsidiary, except, in the case of clauses (b) and (c) above, for any such conflicts, violations, breaches, defaults or other occurrences which are not reasonably expected, individually or in the aggregate, to be material to Wejo, Holdco, Merger Subs or any Wejo Subsidiary, taken as a whole.
(c) The affirmative vote (or action by written consent) (the “Wejo Shareholder Approval”) of the majority of holders of the Wejo Common Shares that are present and voting at a quorate general meeting is the only vote or consent of the holders of any class or series of Wejo Common Shares necessary to adopt or approve this Agreement, the other
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement, the other agreements contemplated hereby and the transactions contemplated hereby and thereby have been duly and validly authorized by Seller and no other corporate act or proceeding on the part of Seller, its Board of Directors or its shareholder is necessary to authorize the execution, delivery or performance by Seller of this Agreement by Sellers and or any other agreement contemplated hereby or the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellersor thereby. This Agreement Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith has been duly executed and delivered by Sellers Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) and each constitutes a the legally valid and binding obligation of Sellers Seller, enforceable against Sellers Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) generally. The execution, delivery and performance by Sellers Seller of this Agreement Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith by it and the consummation execution, delivery and performance by Xxxxxxxx of the transactions contemplated hereby do not Xxxxxxxx License and by Xxxxxxxx of the Employment Agreement in the form attached hereto as Exhibit J (the "Employment Agreement"), will not (ia) violate, conflict with, or result in any breach of, constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, termination or acceleration or cancellation of, create in any party the right to accelerate, terminate, modify or the loss of benefit undercancel, or require any Contract to which Sellers are a party or by which their respective assets may be bound or affected notice (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the Seller's Articles of Incorporation or bylaws or any Material Contract to which Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx) is a party, (b) result in the imposition of any Encumbrance against the Business, any Purchased Asset or any other property of Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx), or (iiic) violate any Law or Order applicable to Sellers or by the violation of which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability Business, taken as a whole. Schedule 3.11 lists, as of Sellers the date hereof, all material Approvals and Permits required to perform their respective obligations under this Agreement or be obtained by Seller to consummate the transactions contemplated hereby.
(c) Assuming the truth purchase and accuracy sale of the representations and warranties of Purchaser in Article IV hereofPurchased Assets. Except for matters identified on Schedule 3.11, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement by Seller will not require any filing or registration with, or the consummation issuance of any Approval or Permit by, any third party or Governmental Entity, except for such actions which, if not accomplished, do not have a material adverse effect on the transactions contemplated herebyBusiness, taken as a whole, as currently conducted.
Appears in 1 contract
Authorization; No Conflicts. (ai) Sellers have all requisite The Company has full corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated herebyhereby and thereby (the “Transactions”). The execution, delivery and performance by the Company of this Agreement by Sellers and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary action the Board of Directors of the Company. No other corporate proceedings on the part of Sellersthe Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been been, and at or prior to the Closing, each Ancillary Document to which it is a party will be, duly and validly executed and delivered by Sellers the Company. This Agreement is, and constitutes upon its execution at or prior to the Closing each Ancillary Document to which it is a legally party will be, a valid and binding obligation of Sellers the Company, enforceable against Sellers it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally generally, and by general equitable principlesprinciples of equity, and except to the extent that the indemnification and contribution provisions herein and in the Registration Rights Agreement may be limited by federal or state securities laws and public policy considerations in respect thereof.
(bii) The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party, the consummation by the Company of the Transactions and the compliance by the Company with any of the provisions hereof and thereof will not conflict with, violate or 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 under, (A) any provision of the Charter or By-laws of the Company or the consummation certificate of incorporation, charter, by-laws or other governing instrument of any Subsidiary of the transactions contemplated herebyCompany or (B) any mortgage, note, indenture, deed of trust, lease, loan agreement or other agreement or instrument or any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than any such conflict, violation, breach, default, termination and acceleration under clause (B) that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Investment Agreement (Urstadt Biddle Properties Inc)
Authorization; No Conflicts. (a) Sellers have all requisite The Company has full corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance of this Agreement by Sellers and the Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary action the Company's Board of Directors and except for (i) the Shareholder Consent and (ii) the filing of the First Agreement of Merger with the Secretary of State of the State of California, no other corporate proceedings on the part of Sellersthe Company are necessary to approve this Agreement or the Ancillary Agreements to which the Company is a party or to authorize or consummate the transactions contemplated hereby or thereby. This Agreement has and the Ancillary Agreements to which the Company is a party have been duly and validly executed and delivered by Sellers the Company and constitutes (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a legally party by each of the other parties hereto and thereto) constitute valid and binding obligation obligations of Sellers the Company, enforceable against Sellers the Company in accordance with its their respective terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium and other or similar Laws relating to creditors’ or affecting the rights of creditors generally and by general the availability of equitable principlesrelief (whether in proceedings at law or in equity).
(b) The executionAssuming the Shareholder Consent, the filing of the First Agreement of Merger with the Secretary of State of the State of California, the Fairness Approval and that those consents, authorizations, filings, notifications and other actions set forth on Section 5.5 of the Company Disclosure Schedule have been obtained or made, neither the execution and delivery and performance by Sellers the Company of this Agreement and or the Ancillary Agreements to which the Company is a party nor the consummation by the Company of any of the transactions contemplated hereby do not and or thereby, nor compliance by the Company with any of the terms or provisions hereof or thereof, will not (i) violate any provision of the articles of incorporation, charter or bylaws or comparable organizational documents of the Company or (ii) (x) violate, conflict with or require any notice, filing, consent, waiver or approval under any material Law to which the Company or any of its properties, contracts or assets are subject, or (y) violate, conflict with, or constitute result in a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, result in the creation of any Contract Encumbrance upon the Company Preferred Stock, the Company Common Stock or any Encumbrance upon the properties, contracts or assets of the Company under, or require any notice, approval, waiver or consent under, any material note, bond, mortgage, indenture, deed of trust, customer contract, license, lease, agreement or other instrument or obligation to which Sellers are the Company is a party party, or by which their respective the Company or any of its properties or assets may be bound or affected (whether upon lapse of time and/or the occurrence of in any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyrespect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Websidestory Inc)
Authorization; No Conflicts. (a) Sellers have all requisite The Company has full corporate power and authority to execute, deliver and perform enter into this Agreement Amendment and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement by Sellers Amendment and the consummation of the transactions contemplated hereby Company's obligations hereunder have been duly authorized by all necessary corporate action. This Amendment has been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and the Company. The Company's Board of Directors has resolved to recommend that its shareholders vote for the Shareholder Approval. This Amendment constitutes a legally valid and legally binding obligation of Sellers the Company enforceable against Sellers the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar Laws relating to creditors’ rights laws affecting creditors generally and by general equitable principles.
(b. Except as set forth in Schedule 3.1(c) The to the Investment Agreement, the execution, delivery and performance by Sellers of this Agreement and Amendment by the Company, the consummation of the transactions by the Company contemplated hereby do not and the compliance by the Company with the provisions hereof will not (i) conflict with, violate or result in a breach of any provision of, require a consent, approval or notice under, or constitute a breach default (or default underan event which, their respective Organizational Documentswith notice or lapse of time or both, (ii) violate, or would constitute a breach or default default) under, or result in the termination, acceleration termination of or cancellation ofaccelerate the performance required by, or the loss result in a right of benefit termination or acceleration under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or result in the occurrence creation of any act Lien upon any of the properties or event assets of the Company or otherwiseMaterial Subsidiaries under, (i) the articles of incorporation, by-laws or other governing instrument of the Company or any Material Subsidiary, (ii) any Contractual Obligation of the Company or any Material Subsidiary or (iii) violate assuming that the filings, consents and approvals specified in Schedule 3.1(d) to the Investment Agreement have been obtained or made and any waiting period applicable thereto has expired or been terminated, any Requirement of Law or Order applicable to Sellers the Company or by which their respective assets may be boundany Material Subsidiary, other thanexcept, in the case of clauses (ii) and (iii) above as above, such conflicts, violations, breaches, consents, approvals, notices, defaults, terminations, accelerations or Liens which would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Effect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Investment Agreement (Valuevision International Inc)
Authorization; No Conflicts. (a) Sellers have all Purchaser has the requisite corporate power and authority authority, as applicable, and has taken all corporate action necessary to execute, execute and deliver and perform this Agreement and each Other Transaction Document to which it is, or shall become a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and each Other Transaction Document to be executed and delivered by Sellers Purchaser, and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly authorized and approved by the Board of Directors of Purchaser, and no other corporate action on the part of Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and each Other Transaction Document by Purchaser and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellersthereby. This Agreement has and the Other Transaction Documents to be executed and delivered by Purchaser have been or will be duly executed and delivered by Sellers Purchaser and, assuming that this Agreement and each of the Other Transaction Documents constitutes a legally valid and binding obligation of Sellers Seller when executed and delivered by Seller, constitutes a valid and binding obligation of Purchaser enforceable against Sellers Purchaser in accordance with its their terms, except as to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws relating to affecting the enforcement of creditors’ ' rights generally and by general equitable principles.
(b) The execution, execution and delivery and performance by Sellers of this Agreement and each Other Transaction Document to be executed and delivered by Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby do not by this Agreement and by the Other Transaction Documents will not not: (i) conflict withwith any of the provisions of the certificate or articles of incorporation or by-laws or other equivalent charter documents, or constitute a breach or default underas applicable, their respective Organizational Documents, of Purchaser; (ii) violateconflict with, result in a breach of or default under (with or without notice or lapse of time, or constitute a breach both) any (A) Permit of Purchaser or default under, any of its Subsidiaries or result in the termination, acceleration or cancellation of, or the loss of benefit under, any (B) Contract to which Sellers are Purchaser or any of its Subsidiaries is a party or by which any of their respective assets may be are bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) subject; or (iii) violate subject to the receipt or making of the consents, approvals, authorizations and filings referred to in Section 4.5, contravene any Law or Order applicable to Sellers or by which their respective assets may be boundcurrently in effect, other than, except in the case of clauses (ii) and (iii) above as above, for such conflicts, breaches, defaults or contraventions which would not reasonably be expected to (x) have, individually or in the aggregate, a material adverse effect on the Purchaser Material Adverse Effect or (y) impair or delay Purchaser's ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated herebyOther Transaction Documents.
Appears in 1 contract
Samples: Stock and Interest Purchase Agreement (Express Scripts Inc)
Authorization; No Conflicts. (ai) Sellers have all requisite The Company has the corporate power and authority to execute, execute and deliver and perform this Purchase Agreement and the Subordinated Notes and to consummate the transactions contemplated herebyperform its obligations hereunder and thereunder. The execution, delivery and performance of this Purchase Agreement and the Subordinated Notes by Sellers the Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Sellersthe Company. The Board of Directors has duly approved the agreements and the transactions contemplated by this Purchase Agreement and the Subordinated Notes. No other corporate proceedings are necessary for the execution and delivery by the Company of this Purchase Agreement and the Subordinated Notes, the performance by it of its obligations hereunder or thereunder or the consummation by it of the transactions contemplated hereby or thereby. This Purchase Agreement has been and, the Subordinated Notes will have been, at the Closing duly and validly executed and delivered by Sellers the Company, assuming due authorization, execution and constitutes a legally delivery by each Purchaser, are, or in the case of documents executed after the date of this Purchase Agreement, will be, upon execution, the valid and binding obligation obligations of Sellers the Company enforceable against Sellers the Company in accordance with its their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other similar Laws laws of general applicability relating to or affecting creditors’ ' rights generally and or by general equitable principlesequity principles (whether applied in equity or at law).
(bii) The execution, Neither the execution and delivery and performance by Sellers the Company of this Purchase Agreement and the Subordinated Notes nor the consummation of the transactions contemplated hereby do not and or thereby, nor compliance by the Company with any of the provisions hereof or thereof, will not (iA) violate, conflict with, or constitute result in a breach or default under, their respective Organizational Documents, (ii) violateof any provision of, or constitute a breach default (or default an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, acceleration or cancellation termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Contract liens, charges, adverse rights or claims, pledges, covenants, title defects, security interests and other encumbrances of any kind ("Liens") upon any of the properties or assets of the Company or any Company Subsidiary, under any of the terms, conditions or provisions of (i) the certificate of incorporation or bylaws (or similar governing documents) of the Company and the Company Subsidiary or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, arrangement, agreement or other instrument or obligation to which Sellers are the Company or the Company Subsidiary is a party or by which their respective assets it may be bound bound, or affected (whether upon lapse to which the Company or the Company Subsidiary, or any of time and/or the occurrence properties or assets of any act the Company or event or otherwise) the Company Subsidiary may be subject, or (iiiB) violate any Law or Order applicable to Sellers the Company or by which the Company Subsidiary or any of their respective properties or assets may be bound, other than, except in the case of clauses (iiA)(ii) and (iiiB) above of this paragraph for such violations, conflicts and breaches as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Effect.
(ciii) Assuming Neither the truth execution and accuracy of delivery by the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance Company of this Purchase Agreement or and the Subordinated Notes nor the consummation of the transactions contemplated herebyhereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof require any approval or ratification of the holders of the outstanding capital stock of the Company or of any group thereof.
Appears in 1 contract
Samples: Note Purchase Agreement (Bankwell Financial Group, Inc.)
Authorization; No Conflicts. (a) Sellers have The Company has all requisite necessary corporate power and authority to executeand has taken all necessary corporate action required for the due authorization, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by Sellers and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary action on thereby, the part filing of Sellersthe Certificate of Designation with the Secretary of State of the State of Delaware and for the due authorization, issuance, sale and delivery of the Purchased Shares and the reservation, issuance and delivery of the Conversion Shares and any Dividend Shares. This Agreement has been been, and the Registration Rights Agreement, at the Closing will be, duly executed and delivered by Sellers the Company. Assuming due execution and constitutes delivery thereof by each of the other parties hereto or thereto, this Agreement and the Registration Rights Agreement will each be a legally valid and binding obligation of Sellers the Company enforceable against Sellers the Company in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar Laws legal requirement relating to or affecting creditors’ rights generally and by except as such enforceability is subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The authorization, execution, delivery and performance by Sellers the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including the filing of the Certificate of Designation and the issuance of the Purchased Shares, the Conversion Shares and any Dividend Shares do not and will not not: (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, violate or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence breach of any act provision of the Certificate of Incorporation or event Bylaws of the Company; or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) with such exceptions that have not had, and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect: (x) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the ability Company or any of Sellers its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to perform their respective which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under this Agreement any such Contract; (y) violate any provision of, constitute a breach of, or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy default under, any applicable state, federal or local law, rule or regulation, including Section 203 of the representations and warranties General Corporation Law of Purchaser the State of Delaware (“DGCL”); or (z) result in Article IV hereof, no Approval is necessary to be obtained the creation of any lien upon any assets of the Company or made by Sellers in connection with the execution, delivery and performance any of this Agreement its Subsidiaries or the consummation suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the transactions contemplated herebyCompany or any of its Subsidiaries, other than liens under federal or state securities laws.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have The Company has all requisite necessary corporate power and authority to executeand has taken all necessary corporate action required for the due authorization, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by Sellers and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary action on thereby, the part filing of Sellersthe Certificate of Designations with the Secretary of State of the State of Delaware and, following the effectiveness of such actions, for the due authorization, issuance, sale and delivery of the Purchased Shares and the reservation, issuance and delivery of the Conversion Shares. This Agreement has been been, and the Registration Rights Agreement, at the Closing will be, duly executed and delivered by Sellers the Company. Assuming due execution and constitutes delivery thereof by each of the other parties hereto or thereto, this Agreement and the Registration Rights Agreement will each be a legally valid and binding obligation of Sellers the Company enforceable against Sellers the Company in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar Laws legal requirement relating to or affecting creditors’ rights generally and by except as such enforceability is subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The authorization, execution, delivery and performance by Sellers the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including the filing of the Certificate of Designations and the issuance of the Purchased Shares and the Conversion Shares do not and will not not: (ix) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, violate or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence breach of any act provision of the Certificate of Incorporation or event or otherwise) Bylaws of the Company; or (iiiy) violate any Law or Order applicable to Sellers or by which their respective assets may be boundwith such exceptions that have not had, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect: (i) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the ability Company or any of Sellers its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to perform their respective which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under this Agreement any such Contract; (ii) violate any provision of, constitute a breach of, or to consummate default under, any applicable state, federal or local law, rule or regulation; or (iii) result in the transactions contemplated hereby.
(c) Assuming the truth and accuracy creation of any lien upon any assets of the representations and warranties Company or any of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement its Subsidiaries or the consummation suspension, revocation or forfeiture of any franchise, permit or license granted by a governmental authority to the transactions contemplated herebyCompany or any of its Subsidiaries, other than liens under federal or state securities laws or liens created by the Purchasers.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite The Company has full corporate power and authority to execute, execute and deliver and perform this Agreement and each Transaction Agreement that is to be executed by the Company, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and each of the Transaction Agreements to be executed by Sellers the Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all the board of directors of the Company, and no other corporate proceedings on its part are necessary action on to authorize the part execution, delivery or performance of Sellersthis Agreement. This Agreement has been been, and each of the Transaction Agreements to be executed by the Company will be, at or prior to the Closing, duly and validly authorized, executed and delivered by Sellers the Company, and constitutes assuming that this Agreement and each of the Transaction Agreements to be executed by the Company is a legally valid and binding obligation of Sellers the other parties hereto and thereto, this Agreement constitutes, and each of the Transaction Agreements to be executed by the Company when so executed and delivered will constitute, legal, valid and binding obligations of the Company, enforceable against Sellers the Company in accordance with its their respective terms, except as may be limited by subject (i) to bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and by or (ii) to general principles of equity, including the availability of specific performance or other equitable principlesremedies (whether considered in a proceeding at law or in equity) (together, the “Enforceability Exceptions”).
(b) The Except for the Company Stockholder Approval and compliance with the requirements under the HSR Act, Securities Laws, the rules and regulations of Nasdaq or NYSE, as applicable, and any other regulations applicable to the consummation of the transactions contemplated hereby and set forth on Section 5.13 and as set forth on Schedule 5.03(b), the execution, delivery and performance by Sellers of this Agreement and any Transaction Agreement to which any Acquired Company is a party by such Acquired Company and the consummation of the transactions contemplated hereby or thereby do not and will not (i) conflict withwith or violate any provision of, or constitute a result in the breach or default under, their respective of the Organizational DocumentsDocuments of any Acquired Company, (ii) conflict with or result in any violation of any provision of any Law or Governmental Order applicable to the Acquired Companies or any of their respective properties or assets, (iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a breach default (or default an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or cancellation ofamendment under, accelerate the performance required by, or result in the loss acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit underpayable pursuant to, any Contract to which Sellers are a party of the terms, conditions or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence provisions of any act or event or otherwise) Material Contract, or (iiiiv) violate result in the creation of any Law Lien upon any of the properties or Order applicable to Sellers or by which their respective assets may be boundof any Acquired Company, other than, except (in the case of clauses (ii) and ), (iii) above as or (iv) above) for such violations, conflicts, breaches or defaults which would not reasonably be expected to havenot, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary reasonably be expected to be obtained or made by Sellers in connection with material to the executionAcquired companies, delivery and performance of this Agreement or the consummation of the transactions contemplated herebytaken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Mudrick Capital Acquisition Corp. II)
Authorization; No Conflicts. (a) Sellers have all requisite power The execution, delivery and authority to execute, deliver and perform performance of this Agreement and to consummate any related agreements by Sellers have been duly and validly authorized by the transactions contemplated herebyBoard of Directors of the corporate Sellers and by all other necessary corporate action on the part of each such Seller. This Agreement and any related agreements constitute the legally valid and binding obligations of Sellers, enforceable against each Seller in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles generally. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance of any related agreements or contemplated transactions by Sellers of this Agreement and the consummation any of the transactions contemplated hereby do not and Sellers, any of the Companies or any Subsidiary will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) ), or (iii) result in the termination of, or acceleration of the rights of any Person under, the charter documents or by-laws, if any, of any of such Persons, or, subject to obtaining all Permits and Approvals contemplated by this Agreement to be obtained, violate any Law or Order applicable to Sellers or by Law, the violation of which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the any Seller's ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming by this Agreement or on the truth and accuracy of the representations and warranties of Purchaser in Article IV hereofBusiness taken as a whole. Except as contemplated by this Agreement, no Approval is necessary Permits or Approvals of Governmental Entities are required to be obtained by any of the Sellers, any of the Companies or made any Subsidiary, the absence of which would have a material adverse effect on any Seller's ability to consummate the transactions contemplated by Sellers in connection with the execution, delivery and performance of this Agreement or on the consummation of the transactions contemplated herebyBusiness taken as a whole.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have Each of Parent and Merger Sub has all requisite corporate power and authority to execute, deliver and perform enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part the board of Sellersdirectors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except only, with respect to the Merger, for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by them of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sellers Parent and Merger Sub and, assuming this Agreement constitutes a legally the valid and binding obligation agreement of Sellers the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Sellers each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights generally and by general equitable principlesprinciples of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The execution and delivery by Parent and Merger Sub of this Agreement and the performance by Parent and Merger Sub of their obligations hereunder do not and will not require any Consents other than (i) with respect to the Merger, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (ii) Consents of the SEC or under state securities or “blue sky” laws and the securities laws of any foreign country, and such Consents as may be required in any jurisdiction where Parent or Merger Sub is qualified or authorized to do business as a foreign corporation in order to maintain such qualification or authorization, and (iii) any other Consents that, if they were not obtained or made, would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.
(c) Assuming compliance with the matters referenced in Section 3.3(b), the execution, delivery and performance by Sellers Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby do not and will not (i) contravene or conflict with, with the organizational or constitute a breach governing documents of Parent or default under, their respective Organizational DocumentsMerger Sub, (ii) violate, contravene or conflict with or constitute a breach violation of any provision of any Law binding upon or default under, applicable to Parent or result in the termination, acceleration Merger Sub or cancellation of, or the loss any of benefit under, any Contract to which Sellers are a party or by which their respective properties or assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, result in the case creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or Merger Sub; provided, however, than no representation or warranty is made in the foregoing clauses (ii) and (iii) above as with respect to matters that would not reasonably be expected to haveexpected, individually or in the aggregate, to have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyParent Material Adverse Effect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all The Company has requisite corporate power and authority to execute, deliver and perform enter into this Agreement and to consummate perform its obligations hereunder. The Board of Directors, at a duly called and held meeting, has adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated hereby. The by this Agreement are fair and declaring it advisable to enter into this Agreement, (ii) approving the execution, delivery and performance of this Agreement by Sellers and, subject to the terms and conditions set forth herein, the consummation of the Offer, the Merger and the other transactions contemplated hereby, (iii) subject to the terms and conditions set forth herein, recommending that the stockholders of the Company accept the Offer and tender their Common Shares in the Offer and, if necessary, adopt this Agreement, the Merger and the other transactions contemplated hereby have been duly (the "Recommendation"); (iv) rendering the limitations on business combinations contained in Section 203 of the DGCL inapplicable to this Agreement, the Offer, the Merger and validly authorized the other transactions contemplated hereby and (v) electing that the Offer, the Merger and the other transactions contemplated hereby, to the extent of the Board of Directors' power and authority and to the extent permitted by all necessary action applicable Law, not be subject to any Takeover Laws that may purport to be applicable to this Agreement. Other than the Company Stockholder Approval, if applicable, no other corporate proceedings on the part of Sellersthe Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sellers and the Company and, assuming this Agreement constitutes a legally the valid and binding obligation agreement of Sellers Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against Sellers the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ ' rights generally and by general equitable principlesprinciples of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder do not and will not require any Consents other than (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (ii) Consents of the SEC or under state securities or "blue sky" laws or the securities laws of any foreign country, and such Consents as may be required in any jurisdiction where the Company is qualified or authorized to do business as a foreign corporation in order to maintain such qualification or authorization and (iii) any other Consents that, if they were not obtained or made, would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect or to prevent or materially delay the consummation of the Offer, the Merger and the other transactions contemplated hereby.
(c) Assuming compliance with the matters referenced in Section 2.4(b), the execution, delivery and performance by Sellers the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not (i) contravene or conflict with, with the organizational or constitute a breach governing documents of the Company or default under, their respective Organizational Documentsany of its Subsidiaries, (ii) violate, contravene or conflict with or constitute a breach violation of any provision of any Law binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon the Company or any of its Subsidiaries or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence creation of any act Lien (other than Permitted Liens) upon any of the properties or event assets of the Company or otherwise) any of its Subsidiaries; provided, however, that no representation or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, warranty is made in the case of foregoing clauses (ii) and (iii) above as with respect to matters that would not reasonably be expected to haveexpected, individually or in the aggregate, to have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyCompany Material Adverse Effect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Metromedia International Group Inc)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and by Sellers Seller and the consummation Affiliated Transferors of each of the transactions contemplated hereby have Related Agreements to which it is a party (and the guaranty of Seller's performance hereunder by LM) has been duly and validly authorized by the respective Boards of Directors of such Persons and by all other necessary corporate action on the part of Sellerseach such Person. This Agreement has been duly executed and delivered by Sellers and constitutes and, when executed, the Related Agreements to which each such Person is a party, constitute, or will constitute, legally valid and binding obligation obligations of Sellers such Person enforceable against Sellers it in accordance with its their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) The executiongenerally. Except as set forth on Schedule 3.1(h), delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement by Seller and of the Related Agreements by Seller and each Affiliated Transferor that is a party thereto will not (i) violate the charter documents or by-laws of any such Person, (ii) result in the imposition of any Encumbrance against any assets or properties of the Business or the consummation GM Contract Assets or (iii) violate any Law, except in the case of clause (ii) or clause (iii) for any such violations or impositions as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, and excluding the resulting requirements to make filings or obtain approvals required under the Xxxx-Xxxxx-Xxxxxx Act and any similar filings or approvals required under foreign Laws and (iii) other than matters set forth on Schedule 3.1(e)(2), or excluded therefrom based on a Contract not being a Material Contract, the execution, delivery and performance of this Agreement by Seller and of the Related Agreements by Seller and each Affiliated Transferor that is a party thereto will not require any Approvals or consents of third parties to be obtained or give rise to any rights of termination of any Material Contract, except for any such Approvals, consents of third parties or rights of termination the failure of which to receive would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect or have a material adverse effect on the ability of Seller to consummate the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Affiliated Computer Services Inc)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation each of the transactions contemplated hereby Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have been duly and validly authorized by all necessary corporate action on the part of Sellerssuch Qwest Transaction Party. This Agreement has been duly executed The Transaction Documents and delivered by Sellers and constitutes Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligation obligations of Sellers such Qwest Transaction Party, enforceable against Sellers such Qwest Transaction Party in accordance with its terms, their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by general bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principlesprinciples relating to or limiting creditors' rights generally.
(b) The Qwest Transaction Parties' respective execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not Transaction Documents and Commercial Agreements to which any of them is a party will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, (A) such parties' respective certificates of incorporation or result in the termination, acceleration bylaws or cancellation of, or the loss (B) except as set forth on Section 3.2(b) of benefit underSeller's Disclosure Schedule, any Material Contract to which Sellers are any of them is a party or by under which any of their respective material assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be are bound, other than, in the case except for any violations of clauses (ii) and (iii) above as or breaches or defaults under any Material Contract that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement Encumbrance, other than Permitted Encumbrances, against all or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy any portion of the representations Transferred Business. Subject to obtaining the Approvals and warranties Permits listed in Section 3.4 of Purchaser in Article IV hereofSeller's Disclosure Schedule, no Approval is necessary to be obtained or made by Sellers in connection with the Qwest Transaction Parties' respective execution, delivery and performance of this Agreement or the consummation Transaction Documents and Commercial Agreements to which any of the transactions contemplated herebythem is a party will not violate any Law in any material respect.
Appears in 1 contract
Samples: Purchase Agreement (Qwest Communications International Inc)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and --------------------------- performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have Seller has been duly and validly authorized by the board of directors of Seller and by all other necessary corporate action on the part of SellersSeller. This Agreement has been duly executed and delivered by Sellers and constitutes a the legally valid and binding obligation of Sellers Seller, enforceable against Sellers Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) generally. The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and by Seller will not directly or indirectly (ia) contravene, conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any Subsidiary, or (iiic) violate contravene, conflict with or result in a violation of any Law or Order applicable to Sellers which Company, any Subsidiary or any of the assets owned licensed or leased by which their respective assets may be boundany of them are subject, other thanexcept, in the case each of clauses (iib) through (c), for such contraventions, conflicts, impositions and (iii) above as would not reasonably be expected to haveviolations, which, individually or in the aggregate, do not have a material adverse effect on the ability Business. Schedule 2.9 lists, as of Sellers the date hereof, all Approvals and Permits ------------ required to perform their respective obligations under this Agreement be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated hereby.
(c) Assuming by this Agreement and to permit Company as a wholly- owned subsidiary of Buyer to operate the truth Business without loss of material rights, other than those which have been previously obtained. Except for the Approvals and accuracy of the representations and warranties of Purchaser in Article IV hereofPermits identified on Schedule 2.9 as requiring that certain ------------ actions be taken by or with respect to a third party or Governmental Entity, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement by Seller will not require any material filing or registration with, or the consummation issuance of the transactions contemplated herebyany material Approval or Permit by, any third party or Governmental Entity.
Appears in 1 contract
Samples: Stock Purchase Agreement (Advanced Micro Devices Inc)
Authorization; No Conflicts. (a) Sellers have The Company has all requisite necessary corporate power and authority to executeand has taken all necessary corporate action required for the due authorization, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by Sellers and the consummation by the Company of the transactions contemplated hereby have been duly hereby, including the due authorization, issuance, sale, transfer and validly authorized by all necessary action on delivery of the part of SellersPurchased Shares. This Agreement has been duly executed and delivered by Sellers the Company. Assuming due execution and constitutes delivery thereof by the Purchaser, this Agreement is a legally valid and binding obligation of Sellers the Company enforceable against Sellers the Company in accordance with its terms, except as such enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar Laws legal requirement relating to or affecting creditors’ rights generally and by except as such enforceability is subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The Assuming that each of the consents, approvals, authorizations and filings contemplated by Section 2.3 have been obtained or made, as applicable, and assuming the receipt of any required approval of the stockholders of the Company (but only to the extent such approval is required by applicable Law), the authorization, execution, delivery and performance by Sellers the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do hereby, including the issuance of the Purchased Shares, does not and will not not: (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, violate or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence breach of any act provision of the Certificate of Incorporation or event Bylaws of the Company; or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) in each case except to the extent that such violation or result has not had, and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect: (A) (i) violate or result in the ability breach of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy any provision of the representations and warranties organizational documents of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation any of the transactions contemplated hereby.Company’s Subsidiaries, (B) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’
Appears in 1 contract
Samples: Stock Purchase Agreement (Finance of America Companies Inc.)
Authorization; No Conflicts. (a) Sellers have The Company has all requisite necessary corporate power and authority to executeand has taken all necessary corporate action required for the due authorization, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by Sellers and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary action on thereby, the part filing of Sellersthe Certificate of Designation with the Secretary of State of the State of Delaware and for the due authorization, issuance, sale and delivery of the Purchased Shares and the reservation, issuance and delivery of the Conversion Shares. This Agreement has been been, and the Registration Rights Agreement will be at the Closing, duly executed and delivered by Sellers the Company. Assuming due execution and constitutes delivery thereof by each of the other parties hereto or thereto, this Agreement and the Registration Rights Agreement will each be a legally valid and binding obligation of Sellers the Company enforceable against Sellers the Company in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar Laws legal requirement relating to or affecting creditors’ rights generally and by except as such enforceability is subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The authorization, execution, delivery and performance by Sellers the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including the filing of the Certificate of Designation and the issuance of the Purchased Shares and the Conversion Shares do not and will not not: (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, violate or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence breach of any act provision of the Certificate of Incorporation or event Bylaws of the Company; or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) with such exceptions that have not had, and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect: (x) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the ability Company or any of Sellers its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to perform their respective which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under this Agreement any such Contract; (y) violate any provision of, constitute a breach of, or to consummate default under, any applicable state, federal or local Law; or (z) result in the transactions contemplated hereby.
(c) Assuming the truth and accuracy creation of any Lien upon any assets of the representations and warranties Company or any of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement its Subsidiaries or the consummation suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the transactions contemplated herebyCompany or any of its Subsidiaries, other than Liens under federal or state securities laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (Upland Software, Inc.)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and --------------------------- performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have Seller has been duly and validly authorized by the Board of Directors of Seller and by all other necessary corporate action on the part of SellersSeller. This Agreement has been duly executed and delivered by Sellers and constitutes a the legally valid and binding obligation of Sellers Seller, enforceable against Sellers Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) generally. The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and by Seller will not directly or indirectly (ia) contravene, conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or ConsumerInfo or any resolution adopted by the Board of Directors or shareholders of Seller or Company, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or ConsumerInfo, or (iiic) violate contravene, conflict with or result in a violation of any Law or Order applicable to Sellers which Company, ConsumerInfo or any of the assets owned licensed or leased by which their respective assets may be boundany of them are subject, other than, in the case each of clauses (iib) through (c), for such contraventions, conflicts, violations, which, individually or in the aggregate, do have a Material Adverse Effect. Schedule -------- 2.9 lists, as of the date hereof, all material Approvals and (iii) above Permits required to --- be obtained by Seller, Company or ConsumerInfo to consummate the purchase and sale of the Stock. Except for the Approvals and Permits identified on Schedule -------- 2.9 as requiring that certain actions be taken by or with respect to a --- Governmental Entity or other Person, the execution, delivery and performance of this Agreement by Seller will not require any filing or registration with, or the issuance of any Approval or Permit by, any Governmental Entity or other Person; except such that if not made or obtained would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Effect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Stockholders’ Representative of this Agreement by Sellers and when executed and delivered at or prior to Closing, the other Transaction Documents to which the Stockholders’ Representative is a party, and the consummation by the Stockholders’ Representative of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of Sellersthe Stockholders’ Representative. This Agreement has been duly executed and delivered by Sellers the Stockholders’ Representative and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a the legally valid and binding obligation of Sellers the Stockholders’ Representative, enforceable against Sellers it in accordance with its terms, terms except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other reorganization or similar Laws relating to laws affecting creditors’ rights generally and by general equitable principlesprinciples of equity.
(b) The execution, delivery and performance by Sellers the Stockholders’ Representative of this Agreement and when executed and delivered at or prior to Closing, the consummation of other Transaction Documents to which the transactions contemplated hereby do not and Stockholders’ Representative is a party, will not (i) conflict with, with or constitute result in a violation or breach of any provision of any Law or default under, their respective Organizational DocumentsOrder applicable to the Stockholders’ Representative or its Affiliates, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or or the occurrence of any act or event or otherwise) under the charter documents or bylaws of the Stockholders’ Representative or its Affiliates, or (iii) violate require the consent, notice or other action by any Law Person under any Contract to which the Stockholders’ Representative or Order applicable to Sellers or by which their respective assets may be boundany of its Affiliates is a party, other than, except in the case of clauses the foregoing (iii) and (iii) above as for any such breaches, default or Approvals which have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Stockholders’ Representative’s ability of Sellers to perform their respective its obligations under this Agreement and the other Transaction Documents. Except (y) as set forth on Schedule 6.2(b), and (z) for such Approvals, Permits, Orders, declarations, filings or notices which, in the aggregate, would not have a material adverse effect on the Stockholders’ Representative’s ability to consummate perform its obligations under this Agreement and the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereofother Transaction Documents, no Approval consent, Approval, Permit, Order, declaration or filing with, or notice to, any Governmental Entity is necessary required by or with respect to be obtained or made by Sellers the Stockholders’ Representative in connection with the execution, execution and delivery and performance of this Agreement or and the other Transaction Documents and the consummation of the transactions contemplated herebyhereby and thereby.
Appears in 1 contract
Samples: Merger Agreement (Norwegian Cruise Line Holdings Ltd.)
Authorization; No Conflicts. (a) Sellers have Such Purchaser has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers such Purchaser and the consummation of the transactions contemplated hereby thereby have been duly and validly authorized by all necessary action on the part of Sellerssuch Purchaser. This Agreement has been duly executed and delivered by Sellers such Purchaser and constitutes a legally valid and binding obligation of Sellers such Purchaser enforceable against Sellers such Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers such Purchaser of this Agreement and the consummation of the transactions contemplated hereby thereby do not and will not (i) conflict with, or constitute a breach or default under, their respective its Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are such Purchaser is a party or by which their respective its assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers such Purchaser or by which their respective its assets may be bound, other than, in the case of clauses clause (ii) and clause (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers such Purchaser to perform their respective its obligations under this Agreement or to consummate the transactions contemplated herebyby this Agreement.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no No Approval is necessary to be obtained or made by Sellers such Purchaser in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Note Purchase Agreement (Aei)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby Related Agreements by Seller or its Affiliates have been duly and validly authorized by the Board of Directors of Seller and by all other necessary corporate action on the part of SellersSeller and Verizon. This Agreement has been duly executed and delivered by Sellers and constitutes and, when executed, the Related Agreements to which Seller or its Affiliates is or will be a party constitute, or will constitute, legally valid and binding obligation obligations of Sellers Seller or its Affiliates, as applicable, enforceable against Sellers Seller or its Affiliates, as applicable, in accordance with its their terms, except as ; PROVIDED that (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to creditors’ or limiting creditors rights generally and (ii) enforcement of the non-competition covenant contained in Section 5.6 may be limited by general equitable principles.
applicable Law with respect to its scope, term and territory. None of (ba) The the execution, delivery and performance by Sellers of this Agreement and the Related Agreements to which the Company, Seller or Seller's Affiliates is or will be a party by the Company, Seller or Seller's Affiliates, as applicable, (b) the consummation of the transactions contemplated hereby do not and by this Agreement or the Related Agreements or (c) the compliance by the Company, Seller or Seller's Affiliates with any of the provisions hereof or thereof will not (i) conflict withviolate, or constitute a breach or default (whether upon lapse of time or the occurrence of any act or event or otherwise) under, their respective Organizational Documentsthe certificate of incorporation or by-laws of any of such entities, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or or the occurrence of any act or event or otherwise) under, any Contract to which Seller or any of Seller's Affiliates (other than the Company) is a party, (iii) result in the imposition of any Encumbrance against any material assets or properties of the Company or (iiiiv) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or any material respect. Except for matters identified in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy Section 2.8 of the representations Seller Disclosure Schedule and warranties of Purchaser in Article IV hereofany filings or approvals required under the Xxxx-Xxxxx-Xxxxxx Act, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement and the Related Agreements by Seller (or its Affiliates) will not require any Approvals to be obtained by Seller or the consummation Company except for any such Approvals the failure of which to receive would not in the aggregate (x) have a material adverse effect on the ability of Seller to consummate the transactions contemplated herebyby this Agreement and the Related Agreements or (y) constitute a Material Adverse Circumstance.
Appears in 1 contract
Authorization; No Conflicts. (ai) Sellers The Company and each Subsidiary that is or will be a party to an Ancillary Document have all requisite full corporate or other organizational power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Documents to which it is or will be a party and to consummate the transactions contemplated herebyhereby and thereby (the “Transactions”). The execution, delivery and performance by the Company and each Subsidiary that is or will be a party to an Ancillary Document of this Agreement and each Ancillary Document to which it is or will be a party and the consummation of the Transactions (including the issuance of the Securities as contemplated by this Agreement) have been duly authorized by the Board of Directors (or equivalent governing body) of the Company or the relevant Subsidiary. No other corporate or other organizational proceedings on the part of the Company (including approval of the Company’s stockholders), including under the NASDAQ rules and regulations relating to the continued listing of the Common Stock under the Nasdaq, or any Subsidiary are necessary to authorize the execution, delivery and performance by the Company and each Subsidiary that is or will be a party to an Ancillary Document of this Agreement and each Ancillary Document and consummation of the Transactions (including the issuance of the Securities as contemplated by this Agreement). This Agreement has been, and at or prior to the Initial Closing or Final Closing, as applicable, each Ancillary Document to which it is a party will be, duly and validly executed and delivered by the Company or its Subsidiaries, as applicable. This Agreement is, and upon its execution at or prior to the Initial Closing or the Final Closing, as applicable, each Ancillary Document to which it is a party will be, a valid and binding obligation of the Company or its Subsidiaries, as applicable, enforceable against them in accordance with its terms.
(ii) The execution, delivery and performance of this Agreement by Sellers and the Ancillary Documents to which the Company and/or its Subsidiaries is a party, the consummation by the Company and its Subsidiaries of the transactions contemplated hereby have been duly Transactions and validly authorized the compliance by all necessary action on the part Company and its Subsidiaries with any of Sellers. This the provisions hereof and thereof will not conflict with, violate or 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 give rise to any rights of any Person other than the parties to this Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation or the Ancillary Documents or give rise to any obligations of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and the Company other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers of than under this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default Ancillary Documents under, or result in the termination, acceleration termination of or cancellation ofaccelerate the performance required by, or result in a right of termination or acceleration under (x) any provision of the loss Restated Certificate of benefit underIncorporation or By-laws of the Company or the certificate of incorporation, charter, by-laws or other governing instrument of any Contract to which Sellers are Subsidiary of the Company that is or will be a party to any Ancillary Agreement or by which (y) any mortgage, note, indenture, deed of trust, lease, loan agreement, commitment, arrangement, written or oral contract or other agreement or instrument or any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective assets may be bound properties or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be boundassets, other thanthan any such conflict, in violation, breach, default, rights, obligations, termination and acceleration under clause (y) (other than with respect to the case of clauses (iiindentures governing the Company’s outstanding senior notes) and (iii) above as would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Effect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Master Investment and Securities Purchase Agreement (E Trade Financial Corp)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the Related Agreements by Sellers each of Dole Entities and the consummation by each of Dole Entities of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of SellersDole Entities. This Agreement has been duly executed and delivered by Sellers each of Dole Entities and constitutes a legally valid and binding obligation of Sellers Dole Entities, enforceable against Sellers each of Dole Entities in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally generally. The execution and delivery of this Agreement by general equitable principles.
(b) Dole Entities and the performance of this Agreement and any related or contemplated transactions by Dole Entities will not require filing or registration with, or the issuance of any Permit by, any third party or Governmental Entity. The execution, delivery and performance by Sellers of this Agreement by Dole Entities and the execution, delivery and performance of the Related Agreements or any related or contemplated transactions by Dole Entities and the consummation by each of Dole Entities of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with, result in any breach of or constitute a breach default (whether upon the giving of notice, the passage of time or default under, their respective Organizational Documentsotherwise) under the charter documents or by-laws of Dole Entities, (ii) violateconflict with or violate any Law, or conflict with, violate or require, except as already obtained, any Order or Permit, applicable to any of Dole Entities or any of their respective assets, properties or businesses, which would cause or the lack of which would cause (as applicable) or constitute a breach or default underMaterial Adverse Effect, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate or conflict with, result in any Law breach of, constitute a default (whether upon the giving of notice, the passage of time or Order applicable otherwise) under, require any consent under, or give to Sellers others any rights of termination, amendment, acceleration or by cancellation or result in any loss of material rights (including, rights upon a change of control) pursuant to any Contract that is material to any of Dole Entities which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement cause or the consummation lack of the transactions contemplated herebywhich would cause (as applicable) or constitute a Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite power The execution and authority to execute, deliver and perform delivery of this Agreement and the Ancillary Documents to consummate which the Purchaser is a party and the consummation of the transactions contemplated herebyhereby and thereby have been authorized by all necessary corporate action on behalf of the Purchaser. This Agreement has been, and on or prior to the Closing Date each of the Ancillary Documents to which the Purchaser is a party will be, duly and validly executed and delivered on behalf of the Purchaser and this Agreement is, and upon their execution and delivery on or prior to the Closing Date each of the Ancillary Documents to which the Purchaser is a party will be, a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and by general equitable principles. The execution, delivery and performance of this Agreement by Sellers and the Ancillary Documents to which the Purchaser is a party, the consummation by the Purchaser of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers of this Agreement thereby and the consummation of compliance by Purchaser with the transactions contemplated hereby do not provisions hereof and thereof will not (i) conflict with, violate or result in a breach of any provision of, require a consent, approval or notice under, or constitute a breach default (or default an event, which, with notice or lapse of time or both, would constitute a default) under, their respective Organizational Documents(i) any organizational document of the Purchaser, (ii) violateany Contractual Obligation of the Purchaser, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate assuming that the clearances, filings, consents and approvals specified in Schedule 3.3(c) have been obtained or made and any waiting period applicable thereto has expired or been terminated, any Requirement of Law or Order applicable to Sellers or by which their respective assets may be boundthe Purchaser, other thanexcept, in the case of clauses (ii) and (iii) above as above, such conflicts, violations, breaches, consents, approvals, notices, defaults, terminations, accelerations or Liens which would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Effect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Acquisition Agreement (Covad Communications Group Inc)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have Add-On Exchange Shareholder has been duly and validly authorized the Add-On Exchange Shareholder and by all other necessary corporate or company action on the part of Sellersthe Add-On Exchange Shareholder. This Agreement has been duly executed and delivered by Sellers and constitutes a the legally valid and binding obligation of Sellers the Add-On Exchange Shareholder, enforceable against Sellers the Add-On Exchange Shareholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) generally. The execution, delivery and performance by Sellers of this Agreement and by the consummation of the transactions contemplated hereby do not and Add-On Exchange Shareholder will not directly or indirectly (ia) contravene, conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of the Add-On Exchange Shareholder, Add-On Exchange or any resolution adopted by the managers or board of directors or stockholders of the Add-On Exchange Shareholder or Add-On Exchange, (b) result in the imposition of any encumbrance against any material asset or property owned, licensed or leased by Add-On Exchange, or (iiic) violate contravene, conflict with October 17, 2010 or result in a violation of any Law or Order applicable to Sellers which Add-On Exchange or any of the assets owned licensed or leased by which their respective assets may be boundany of them are subject, other thanexcept, in the case each of clauses Sections (iib) through (c), for such contraventions, conflicts, impositions and (iii) above as would not reasonably be expected to haveviolations, which, individually or in the aggregate, do not have a material adverse effect on the ability Business. Exhibit 8.9 lists, as of Sellers the date hereof, all Approvals and Permits required to perform their respective obligations under this Agreement be obtained by the Add-On Exchange Shareholder or Add-On Exchange to consummate the transactions contemplated hereby.
(c) Assuming by this Agreement and to permit GOIG to operate the truth Add-On Exchange without loss of material rights, other than those which have been previously obtained. Except for the Approvals and accuracy of the representations and warranties of Purchaser in Article IV hereofPermits identified on Exhibit 8.9 as requiring that certain actions be taken by or with respect to a third party or governmental entity, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement by the Add-On Exchange Shareholder will not require any material filing or registration with, or the consummation issuance of the transactions contemplated herebyany material Approval or Permit by, any third party or Governmental Entity.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers Seller and each of the Selling Entities (if any) and each other Subsidiary of Seller, if any, has, or solely in the case of each such other Subsidiary of Seller will have all at or prior to the Closing Date, the requisite corporate power and authority authority, and has, or solely in the case of each such other Subsidiary of Seller will have at or prior to executethe Closing Date, taken all corporate action necessary to execute and deliver and perform this Agreement and each Other Transaction Document to which it is, or shall become a party, to perform its obligations hereunder and thereunder (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder), and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder) of this Agreement and each Other Transaction Document by Seller and each of the Selling Entities and each other Subsidiary of Seller, if applicable, and the consummation (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder) by Seller, each of such Selling Entities and each such other Subsidiary of Seller of the transactions contemplated hereby and thereby, have been, or solely in the case of each such other Subsidiary of Seller will have been at or prior to the Closing Date, duly authorized and approved by the Boards of Directors or Managers, as applicable, of Seller, the Selling Entities and such other Subsidiaries of Seller, and no other corporate action on the part of Seller, the Selling Entities or such other Subsidiaries of Seller is, or solely in the case of each such other Subsidiary of Seller will be at the Closing, necessary to authorize the execution, delivery and performance of this Agreement and, if applicable, the Other Transaction Documents by Sellers Seller, each Selling Entity, and each such other Subsidiary of Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellersthereby. This Agreement has and the Other Transaction Documents to be executed and delivered by Seller, each Selling Entity, if any, and each such other Subsidiary of Seller, if any, which may be a party to any Other Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Sellers Seller, any such Selling Entity (if applicable) and any such other Subsidiary of Seller, if applicable, and, assuming that this Agreement and each of the Other Transaction Documents constitutes a legally valid and binding obligation of Sellers Purchaser, constitutes, or solely in the case of each such other Subsidiary of Seller will constitute as of the Closing Date, a valid and binding obligation of Seller, each such Selling Entity (if applicable) and each such other Subsidiary of Seller, enforceable against Sellers Seller, each such Selling Entity (if applicable) and each such other Subsidiary of Seller, in accordance with its their terms, except as to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws relating to affecting the enforcement of creditors’ ' rights generally and by general equitable principles.
(b) The execution, execution and delivery and performance by Sellers of this Agreement and each Other Transaction Document to be executed and delivered by Seller and each Selling Entity, if any, which may be a party to any Other Transaction Document as contemplated hereby do not, and the consummation of the transactions contemplated hereby do not by this Agreement and the Other Transaction Documents will not not, (i) conflict withwith any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of Seller, any Selling Entity or any Target Company, (ii) conflict with or result in a breach of, or constitute a breach or default under, their respective Organizational Documentsany Permit or Contract of Seller or any Selling Entity or Target Company, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) as applicable or (iii) violate subject to the receipt or making of the consents, approvals, authorizations, and filings referred to in Section 3.6, contravene any Law or Order applicable to Sellers or by which their respective assets may be boundcurrently in effect, other than, except in the case of clauses (ii) and (iii) above as above, for such conflicts, breaches, defaults or contraventions, which would not reasonably be expected to (x) have, individually or in the aggregate, a material adverse effect on the Company Material Adverse Effect or (y) impair or delay Seller's ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated herebyOther Transaction Documents.
Appears in 1 contract
Samples: Stock and Interest Purchase Agreement (Express Scripts Inc)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly authorized, executed and delivered by Sellers each of IDT and IDT Investments and constitutes a legally valid and binding obligation of Sellers each of IDT and IDT Investments, enforceable against Sellers each of IDT and IDT Investments in accordance with its terms, except as may be limited by terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws of general applicability relating to or affecting creditors’ ' rights generally and to general equity principles. The execution and delivery of this Agreement by general equitable principles.
(b) The executionIDT and IDT Investments, delivery and the performance by Sellers of this Agreement and the covenants contained in this Agreement, and the consummation of the other transactions contemplated hereby do not (all of the actions, events and transactions set forth in this sentence and any of the agreements in connection with such actions, events and transactions being referred to herein collectively as the "TRANSACTIONS") by IDT and IDT Investments will not (iwith or without the lapse of time or the giving of notice or both) conflict with, breach, violate or result in a breach or violation of, or cause any vesting, modification or acceleration of rights or obligations under, or constitute a breach or default under, their respective Organizational Documents(i) any provision of the restated certificate of incorporation or by-laws of IDT, (ii) violate, any provision of the articles of incorporation or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss by-laws of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) IDT Investments or (iii) violate any Law contract or Order any judgment, order, decree, statute, rule, regulation, arbitration award, or any other restriction of any kind or character, applicable to Sellers IDT or by which their its, to IDT Investments or its, or to IDT's knowledge, based on information publicly available, the Company or its, respective assets may be boundproperties other than any conflicts, other thanviolations, in the case of clauses (ii) and breaches, vestings, modifications, accelerations or defaults under this clause (iii) above as would not reasonably be expected to havewhich, individually or in the aggregate, could not be reasonably likely to have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement Company or the consummation of the transactions contemplated herebyTransactions. Each of IDT and IDT Investments has used its best efforts to obtain, or at the Closing Date will have used its best efforts to obtain, all consents from banks and other lenders in respect of indebtedness for borrowed money or on account of capital leases and other long-term indebtedness, and guarantees in respect thereof, of IDT and IDT Investments, and any other consents or waivers of third parties with respect to any contracts or other arrangements, required in connection with the execution and delivery of this Agreement by IDT and IDT Investments, and the performance of this Agreement by IDT and IDT Investments and the consummation of the Transactions. All such consents are set forth on Schedule 3.2.
Appears in 1 contract
Samples: Stock Purchase Agreement (At&t Corp)
Authorization; No Conflicts. (a) Sellers Seller and each of the Selling Entities (if any) and each other Subsidiary of Seller, if any, has, or solely in the case of each such other Subsidiary of Seller will have all at or prior to the Closing Date, the requisite corporate power and authority authority, and has, or solely in the case of each such other Subsidiary of Seller will have at or prior to executethe Closing Date, taken all corporate action necessary to execute and deliver and perform this Agreement and each Other Transaction Document to which it is, or shall become a party, to perform its obligations hereunder and thereunder (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder), and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder) of this Agreement and each Other Transaction Document by Seller and each of the Selling Entities and each other Subsidiary of Seller, if applicable, and the consummation (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder) by Seller, each of such Selling Entities and each such other Subsidiary of Seller of the transactions contemplated hereby and thereby, have been, or solely in the case of each such other Subsidiary of Seller will have been at or prior to the Closing Date, duly authorized and approved by the Boards of Directors or Managers, as applicable, of Seller, the Selling Entities and such other Subsidiaries of Seller, and no other corporate action on the part of Seller, the Selling Entities or such other Subsidiaries of Seller is, or solely in the case of each such other Subsidiary of Seller will be at the Closing, necessary to authorize the execution, delivery and performance of this Agreement and, if applicable, the Other Transaction Documents by Sellers Seller, each Selling Entity, and each such other Subsidiary of Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellersthereby. This Agreement has and the Other Transaction Documents to be executed and delivered by Seller, each Selling Entity, if any, and each such other Subsidiary of Seller, if any, which may be a party to any Other Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Sellers Seller, any such Selling Entity (if applicable) and any such other Subsidiary of Seller, if applicable, and, assuming that this Agreement and each of the Other Transaction Documents constitutes a legally valid and binding obligation of Sellers Purchaser, constitutes, or solely in the case of each such other Subsidiary of Seller will constitute as of the Closing Date, a valid and binding obligation of Seller, each such Selling Entity (if applicable) and each such other Subsidiary of Seller, enforceable against Sellers Seller, each such Selling Entity (if applicable) and each such other Subsidiary of Seller, in accordance with its their terms, except as to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws relating to affecting the enforcement of creditors’ rights generally and by general equitable principles.
(b) The execution, execution and delivery and performance by Sellers of this Agreement and each Other Transaction Document to be executed and delivered by Seller and each Selling Entity, if any, which may be a party to any Other Transaction Document as contemplated hereby do not, and the consummation of the transactions contemplated hereby do not by this Agreement and the Other Transaction Documents will not not, (i) conflict withwith any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of Seller, any Selling Entity or any Target Company, (ii) conflict with or result in a breach of, or constitute a breach or default under, their respective Organizational Documentsany Permit or Contract of Seller or any Selling Entity or Target Company, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) as applicable or (iii) violate subject to the receipt or making of the consents, approvals, authorizations, and filings referred to in Section 3.6, contravene any Law or Order applicable to Sellers or by which their respective assets may be boundcurrently in effect, other than, except in the case of clauses (ii) and (iii) above as above, for such conflicts, breaches, defaults or contraventions, which would not reasonably be expected to (x) have, individually or in the aggregate, a material adverse effect on the Company Material Adverse Effect or (y) impair or delay Seller’s ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated herebyOther Transaction Documents.
Appears in 1 contract
Samples: Stock and Interest Purchase Agreement (Wellpoint Inc)
Authorization; No Conflicts. (a) Sellers have The Company has all requisite necessary corporate power and authority to executeand has taken all necessary corporate action required for the due authorization, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by Sellers and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary action on thereby, the part filing of Sellersthe Certificate of Designation with the Secretary of State of the State of Delaware and for the due authorization, issuance, sale and delivery of the Purchased Shares and the reservation, issuance and delivery of the Conversion Shares and any Dividend Shares. This Agreement has been been, and the Registration Rights Agreement, at the Closing will be, duly executed and delivered by Sellers the Company. Assuming due execution and constitutes delivery thereof by each of the other parties hereto or thereto, this Agreement and the Registration Rights Agreement will each be a legally valid and binding obligation of Sellers the Company enforceable against Sellers the Company in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar Laws legal requirement relating to or affecting creditors’ rights generally and by except as such enforceability is subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The authorization, execution, delivery and performance by Sellers the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including the filing of the Certificate of Designation and the issuance of the Purchased Shares, the Conversion Shares and any Dividend Shares do not and will not not: (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, violate or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence breach of any act provision of the Certificate of Incorporation or event Bylaws of the Company; or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) with such exceptions that have not had, and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect: (x) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the ability Company or any of Sellers its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to perform their respective which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under this Agreement any such Contract; (y) violate any provision of, constitute a breach of, or to consummate default under, any applicable state, federal or local law, rule or regulation; or (z) result in the transactions contemplated hereby.
(c) Assuming the truth and accuracy creation of any lien upon any assets of the representations and warranties Company or any of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement its Subsidiaries or the consummation suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the transactions contemplated herebyCompany or any of its Subsidiaries, other than liens under federal or state securities laws.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite Axxxxxx has the necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers Axxxxxx and the consummation of the transactions contemplated hereby have been been, or will be as of the Closing, duly and validly authorized by all necessary action on the part of Sellerspartnership action. This Agreement has been duly executed and delivered by Sellers Axxxxxx and constitutes a legally valid and binding obligation of Sellers Axxxxxx enforceable against Sellers Axxxxxx in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers Axxxxxx of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective its Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract (including the Shareholders Agreement) to which Sellers are it is a party or by which their respective its assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers it or by which their respective its assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the its ability of Sellers to perform their respective its obligations under this Agreement (including any Exhibit hereto) or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser each Sxxx Seller in Article IV hereofSection 3 hereof and except for the delivery to AEI of the Share Transfer Certificates, no Approval or third party consent or approval under any Contract to which Axxxxxx is a party is necessary to be obtained or made by Sellers Axxxxxx in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aei)
Authorization; No Conflicts. (a) Sellers have all requisite Each Purchaser has full power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by each Purchaser of this Agreement by Sellers and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of SellersPurchasers. This Agreement has been duly been, and on or prior to the Closing Date the Ancillary Documents to which each Purchaser is a party will be, executed and delivered by Sellers such Purchaser and constitutes this Agreement is, and upon the execution on or prior to the Closing Date the Ancillary Documents to which each Purchaser is a legally party will be, the valid and binding obligation of Sellers such Purchaser, enforceable against Sellers it in accordance with its terms, except as may be limited by terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to laws affecting creditors’ ' rights generally and by to general equitable principles.
(b) principles of equity. The execution, delivery and performance by Sellers each Purchaser of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby do not and thereby and the compliance by each Purchaser with any of the provisions hereof and thereof will not (i) conflict with, violate or result in a breach of any provision of, require a Consent under, or constitute a breach default (or default an event, which, with notice or lapse of time or both, would constitute a default) under, their respective Organizational Documents, (i) any organizational document of any Purchaser or (ii) violateany mortgage, note, indenture, deed of trust, lease, loan agreement or constitute a breach other agreement or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence instrument of any act or event or otherwise) Purchaser, or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be boundassuming that the clearances, other thanfilings, Consents and approvals specified in the case of clauses (iiSCHEDULE 3.01(d) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be have been obtained or made by Sellers in connection with the executionand any waiting period applicable thereto has expired or been terminated, delivery and performance of this Agreement any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or the consummation of the transactions contemplated herebyregulation binding or applicable to any Purchaser or its respective properties or assets.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite Such Purchaser has full power and --------------------------- authority to execute, deliver and perform enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by Sellers and each of the Ancillary Agreements to which such Purchaser is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action such Purchaser. No other proceedings on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers such Purchaser are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with authorize the execution, delivery and performance of this Agreement and each Ancillary Agreements and the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by such Purchaser. This Agreement and each of the Ancillary Agreements constitutes a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, and limitations on the availability of equitable remedies. The execution, delivery and performance of this Agreement and the Ancillary Agreements by such Purchaser, the consummation of the transactions by such Purchaser contemplated herebyhereby and thereby and the compliance by such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach in any material respect of any provision of, require a consent 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 of or accelerate the performance required by, or result in a right of termination or acceleration under, any provision of the governing instruments of such Purchaser or any agreement, instrument, permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation binding on or otherwise applicable to such Purchaser or its properties or assets.
Appears in 1 contract
Samples: Investment Agreement (Ipcs Inc)
Authorization; No Conflicts. (a) Sellers have all requisite It has the necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers it and the consummation of the transactions transaction contemplated hereby have been been, or will be as of the Closing, duly and validly authorized by all necessary action on the part of Sellerscorporate action. This Agreement has been duly executed and delivered by Sellers it and constitutes a legally valid and binding obligation of Sellers it enforceable against Sellers it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers it of this Agreement and the consummation of the transactions transaction contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective its Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract (including the Shareholders Agreement) to which Sellers are it is a party or by which their respective its assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers it or by which their respective its assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the its ability of Sellers to perform their respective its obligations under this Agreement (including any Exhibit hereto) or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser Axxxxxx in Article IV hereofSection 4 hereof and except for the delivery to AEI of a Share Transfer Certificate, no Approval or third party consent or approval under any Contract to which it is a party is necessary to be obtained or made by Sellers it in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aei)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have Key TechnoLabs Pvt. Ltd. has been duly and validly authorized by all necessary action on the part of SellersKey TechnoLabs Pvt. Ltd. This Agreement has been duly executed and delivered by Sellers and constitutes a the legally valid and binding obligation of Sellers enforceable against Sellers the Key TechnoLabs Pvt. Ltd. in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) generally. The execution, delivery and performance by Sellers of this Agreement and by the consummation of the transactions contemplated hereby do not and Key TechnoLabs Pvt. Ltd. will not directly or indirectly (ia) contravene, conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of the Key TechnoLabs Pvt. Ltd. or any resolution adopted by the managers or board of directors or stockholders of the Key TechnoLabs Pvt. Ltd., (b) result in the imposition of any encumbrance against any material asset or property owned, licensed or leased by Key TechnoLabs Pvt. Ltd, or (iiic) violate contravene, conflict with or result in a violation of any Law or Order applicable to Sellers which Key TechnoLabs Pvt. Ltd. or any of the assets owned licensed or leased by which their respective assets may be boundany of them are subject, other thanexcept, in the case each of clauses Sections (iib) through (c), for such contraventions, conflicts, impositions and (iii) above as would not reasonably be expected to haveviolations, which, individually or in the aggregate, do not have a material adverse effect on the ability Business. Exhibit 8.9 lists, as of Sellers the date hereof, all Approvals and Permits required to perform their respective obligations under this Agreement or be obtained by the Key TechnoLabs Pvt. Ltd. to consummate the transactions contemplated hereby.
(c) Assuming by this Agreement and to permit Mercor Portfolio, Inc. to operate the truth Key TechnoLabs Pvt. Ltd. without loss of material rights, other than those which have been previously obtained. Except for the Approvals and accuracy of the representations and warranties of Purchaser in Article IV hereofPermits identified on Exhibit 8.9 as requiring that certain actions be taken by or with respect to a third party or governmental entity, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement by the Key TechnoLabs Pvt. Ltd. will not require any material filing or registration with, or the consummation issuance of the transactions contemplated herebyany material Approval or Permit by, any third party or Governmental Entity.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have The Company has all requisite necessary corporate power and authority to executeand has taken all necessary corporate action required for the due authorization, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by Sellers the Transaction Documents and the Collaboration Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellersthereby. This Agreement has been been, and each other Transaction Document and Collaboration Documents to which the Company is a party will be, duly executed and delivered by Sellers the Company and, assuming due execution and constitutes delivery thereof by the Investor and other parties thereto, this Agreement is, and each other Transaction Document and Collaboration Documents to which the Company is a legally party will be, when executed and delivered by the Company, a valid and binding obligation of Sellers the Company enforceable against Sellers the Company in accordance with its their respective terms, except as such enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar Laws legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Without limiting the generality of the foregoing, as of the Closing Date, no approval by general equitable principlesthe shareholders of the Company is required for the transactions contemplated under this Agreement and any other Transaction Documents and the Collaboration Documents, the performance by the Company of its obligations and the consummation by the Company of the transactions contemplated under the Transaction Documents and the Collaboration Documents. As of the Closing Date, the Taobao Waiver has been obtained in respect of the registration rights to be granted to the Investor.
(b) The Assuming that each of the consents, approvals, authorizations and filings contemplated by Section 2.3 have been obtained or made, as applicable, the authorization, execution, delivery and performance by Sellers the Company of this Agreement the Transaction Documents and the Collaboration Documents and the consummation by the Company of the transactions contemplated hereby do not and thereby will not (i) conflict withviolate or result in the breach of any provision of the organizational documents of the Company or any of its Subsidiaries, or (ii) in any material respect, violate any provision of, constitute a breach of, or default under, their respective Organizational Documentsresult in the acceleration of or creation of any Encumbrances (other than Permitted Encumbrances) under, (ii) violateadversely affect any right under, or create in any party the right to accelerate, terminate, modify, or cancel, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries, or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license (including relating to Intellectual Property), contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party, or (iii) in any material respect, violate any provision of, constitute a breach of, or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order Laws applicable to Sellers the Company or by which their respective assets may be bound, other than, in the case any of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyits Subsidiaries.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have The Company has all requisite necessary corporate power and authority to executeand has taken all necessary corporate action required for the due authorization, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by Sellers and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary action on thereby, the part filing of Sellersthe Certificate of Designation with the Nevada Secretary of State and for the due authorization, issuance, sale and delivery of the Purchased Shares and the reservation, issuance and delivery of the Conversion Shares. This Agreement has been been, and the Registration Rights Agreement, at the Closing will be, duly executed and delivered by Sellers the Company. Assuming due execution and constitutes delivery thereof by each of the other parties hereto or thereto, this Agreement and the Registration Rights Agreement will each be a legally valid and binding obligation of Sellers the Company enforceable against Sellers the Company in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar Laws legal requirement relating to or affecting creditors’ rights generally and by except as such enforceability is subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The authorization, execution, delivery and performance by Sellers the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including the filing of the Certificate of Designation and the issuance of the Purchased Shares and the Conversion Shares do not and will not not: (ix) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, violate or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence breach of any act provision of the Articles of Incorporation or event or otherwise) Bylaws of the Company; or (iiiy) violate any Law or Order applicable to Sellers or by which their respective assets may be boundwith such exceptions that have not had, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect: (i) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the ability Company or any of Sellers its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to perform their respective which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under this Agreement any such Contract; (ii) violate any provision of, constitute a breach of, or to consummate default under, any applicable state, federal or local law, rule or regulation; or (iii) result in the transactions contemplated hereby.
(c) Assuming the truth and accuracy creation of any lien upon any assets of the representations and warranties Company or any of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement its Subsidiaries or the consummation suspension, revocation or forfeiture of any franchise, permit or license granted by a governmental authority to the transactions contemplated herebyCompany or any of its Subsidiaries, other than liens under federal or state securities laws.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Seller Execution Parties of this Agreement Agreement, if applicable, and the Ancillary Agreements executed or to be executed by Sellers the Seller Execution Parties, as applicable, and the consummation of the transactions contemplated hereby and thereby, as applicable, have been duly and validly authorized by all necessary action on the part of Sellers. each Seller Execution Party, and no other action or approval on the part of any such Seller Execution Party is necessary to authorize this Agreement or the Ancillary Agreements, as applicable, or perform the obligations under this Agreement or the Ancillary Agreements, as applicable, or to consummate the transactions contemplated hereby or thereby, as applicable.
(b) This Agreement has been duly executed and delivered by Sellers Parent and constitutes Seller, and the Ancillary Agreements to which any Seller Execution Party will be a legally party will be duly executed and delivered by such Seller Execution Party, as applicable, and constitute or will constitute, when executed and delivered, the legal, valid and binding obligation obligations of Sellers such Seller Execution Party, as applicable, enforceable against Sellers such Seller Execution Party, as applicable, in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to affecting creditors’ rights generally generally, and by general equitable principlessubject, as to enforceability, to the exercise of judicial discretion in accordance with principles of equity.
(bc) The Seller Execution Parties’ respective execution, delivery and performance by Sellers of this Agreement Agreement, as applicable, and the consummation Ancillary Agreements to which any of the transactions contemplated hereby do not and them is or will be a party will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, (A) such Seller Execution Parties’ respective Certificate of Incorporation or result in the terminationCertificate of Formation, acceleration or cancellation ofas applicable, or By-Laws or Limited Liability Company Agreement, as applicable, or (B) except as set forth on Section 3.2(c) of the loss of benefit underSeller Disclosure Schedule, any Material Contract to which Sellers are any of them is a party or by under which any of their respective material assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be are bound, other than, in the case except for any violations of clauses (ii) and (iii) above as or breaches or defaults under any Material Contract that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any material adverse effect on Encumbrance against all or any portion of the ability Business. Subject to obtaining the Hawaii Regulatory Approvals and the expiration or termination of Sellers the waiting period (and any extensions thereof) applicable to perform their respective obligations under this Agreement or to consummate the consummation of the transactions contemplated hereby.
(c) Assuming by this Agreement under the truth and accuracy of Xxxx-Xxxxx-Xxxxxx Act, the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the Seller Execution Parties’ respective execution, delivery and performance of this Agreement Agreement, as applicable, and the Ancillary Agreements to which any of them is or the consummation of the transactions contemplated herebywill be a party will not violate any Law in any material respect.
Appears in 1 contract
Samples: Purchase Agreement (Hawaiian Telcom Communications, Inc.)
Authorization; No Conflicts. (a) Sellers have all requisite The Issuer has the corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers the Issuer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Sellersthe Issuer. This Agreement has been duly executed and delivered by Sellers the Issuer and constitutes a legally valid and binding obligation of Sellers the Issuer enforceable against Sellers the Issuer in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers the Issuer of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective its Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are the Issuer is a party or by which their respective its assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers the Issuer or by which their respective its assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers the Issuer to perform their respective its obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of each Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers the Issuer in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Note Purchase Agreement (Aei)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly authorized, executed and delivered by Sellers each of IDT and IDT Investments and constitutes a legally valid and binding obligation of Sellers each of IDT and IDT Investments, enforceable against Sellers each of IDT and IDT Investments in accordance with its terms, except as may be limited by terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws of general applicability relating to or affecting creditors’ ' rights generally and to general equity principles. The execution and delivery of this Agreement by general equitable principles.
(b) The executionIDT and IDT Investments, delivery and the performance by Sellers of this Agreement and the covenants contained in this Agreement, and the consummation of the other transactions contemplated hereby do not (all of the actions, events and transactions set forth in this sentence and any of the agreements in connection with such actions, events and transactions being referred to herein collectively as the "Transactions") by IDT and IDT Investments will not (iwith or without the lapse of time or the giving of notice or both) conflict with, breach, violate or result in a breach or violation of, or cause any vesting, modification or acceleration of rights or obligations under, or constitute a breach or default under, their respective Organizational Documents(i) any provision of the restated certificate of incorporation or by-laws of IDT, (ii) violate, any provision of the articles of incorporation or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss by-laws of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) IDT Investments or (iii) violate any Law contract or Order any judgment, order, decree, statute, rule, regulation, arbitration award, or any other restriction of any kind or character, applicable to Sellers IDT or by which their its, to IDT Investments or its, or to IDT's knowledge, based on information publicly available, the Company or its, respective assets may be boundproperties other than any conflicts, other thanviolations, in the case of clauses (ii) and breaches, vestings, modifications, accelerations or defaults under this clause (iii) above as would not reasonably be expected to havewhich, individually or in the aggregate, could not be reasonably likely to have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement Company or the consummation of the transactions contemplated herebyTransactions. Each of IDT and IDT Investments has used its best efforts to obtain, or at the Closing Date will have used its best efforts to obtain, all consents from banks and other lenders in respect of indebtedness for borrowed money or on account of capital leases and other long-term indebtedness, and guarantees in respect thereof, of IDT and IDT Investments, and any other consents or waivers of third parties with respect to any contracts or other arrangements, required in connection with the execution and delivery of this Agreement by IDT and IDT Investments, and the performance of this Agreement by IDT and IDT Investments and the consummation of the Transactions. All such consents are set forth on Schedule 3.2.
Appears in 1 contract
Samples: Stock Purchase Agreement (Idt Corp)
Authorization; No Conflicts. (a) Sellers have all requisite Axxxxxx has the necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers Axxxxxx and the consummation of the transactions contemplated hereby have been been, or will be as of the Closing, duly and validly authorized by all necessary action on the part of Sellerspartnership action. This Agreement has been duly executed and delivered by Sellers Axxxxxx and constitutes a legally valid and binding obligation of Sellers Axxxxxx enforceable against Sellers Axxxxxx in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers Axxxxxx of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective its Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are it is a party or by which their respective its assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers it or by which their respective its assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the its ability of Sellers to perform their respective its obligations under this Agreement (including any Exhibit hereto) or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser Goldman in Article IV hereofSection 3 hereof and except for the delivery to AEI of the Share Transfer Certificate, the Addendum to the Shareholders Agreement and the Joinder to the Registration Rights Agreement, no Approval or third party consent or approval under any Contract to which Axxxxxx is a party is necessary to be obtained or made by Sellers Axxxxxx in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aei)
Authorization; No Conflicts. (ai) Sellers have all requisite Purchaser has full corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by Purchaser of this Agreement by Sellers and each Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on behalf of Purchaser. No other corporate proceedings on the part of SellersPurchaser are necessary to authorize the execution, delivery and performance by Purchaser of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been been, and on or prior to the Closing each Ancillary Document to which it is a party will be, duly and validly executed and delivered by Sellers Purchaser. This Agreement is, and constitutes upon its execution at or prior to the Closing each Ancillary Document to which it is a legally party will be, a valid and binding obligation of Sellers Purchaser, enforceable against Sellers it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally generally, and by general equitable principlesprinciples of equity, and except to the extent that the indemnification and contribution provisions herein and in the Registration Rights Agreement may be limited by federal or state securities laws and public policy considerations in respect thereof.
(bii) The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party, the consummation by Purchaser of the Transactions and the compliance by Purchaser with any of the provisions hereof and thereof will not conflict with, violate or 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 under, (A) any provision of the Restated Certificate of Incorporation or By-laws of Purchaser or (B) any mortgage, note, indenture, deed of trust, lease, loan agreement or other agreement or instrument of Purchaser or any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to Purchaser or its properties or assets other than any such conflict, violation, breach, default, termination and acceleration under clause (B) that, individually or in the aggregate, would not reasonably be expected to materially and adversely affect or delay the consummation of the transactions contemplated herebyTransactions.
Appears in 1 contract
Samples: Investment Agreement (Urstadt Biddle Properties Inc)
Authorization; No Conflicts. (a) Sellers have all requisite Fintech has the corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers Fintech and the consummation of the transactions contemplated hereby have been been, or will be as of the Closing, duly and validly authorized by all necessary action on the part of Sellerscorporate action. This Agreement has been duly executed and delivered by Sellers Fintech and constitutes a legally valid and binding obligation of Sellers Fintech enforceable against Sellers Fintech in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers Fintech of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective its Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are it is a party or by which their respective its assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers it or by which their respective its assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the its ability of Sellers to perform their respective its obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser D.E. Shaw in Article IV hereofSection 3 hereof and except for the Surviving Company’s consent under the Assignment Agreement attached substantially in the form of Exhibit B, no Approval or third party consent or approval under any Contract to which Fintech is a party is necessary to be obtained or made by Sellers Fintech in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Exchange Agreement (D. E. Shaw Laminar Emerging Markets, L.L.C.)
Authorization; No Conflicts. (a) Sellers have The Company has all requisite necessary corporate power and authority to executeand has taken all necessary corporate action required for the due authorization, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by Sellers and the consummation by the Company of the transactions contemplated hereby have been duly hereby, including the due authorization, issuance, sale, transfer and validly authorized by all necessary action on delivery of the part of SellersPurchased Shares. This Agreement has been duly executed and delivered by Sellers the Company. Assuming due execution and constitutes delivery thereof by the Purchaser, this Agreement is a legally valid and binding obligation of Sellers the Company enforceable against Sellers the Company in accordance with its terms, except as such enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar Laws legal requirement relating to or affecting creditors’ rights generally and by except as such enforceability is subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The Assuming that each of the consents, approvals, authorizations and filings contemplated by Section 2.3 have been obtained or made, as applicable, and assuming the receipt of any required approval of the stockholders of the Company (but only to the extent such approval is required by applicable Law), the authorization, execution, delivery and performance by Sellers the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do hereby, including the issuance of the Purchased Shares, does not and will not not: (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, violate or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence breach of any act provision of the Certificate of Incorporation or event Bylaws of the Company; or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) in each case except to the extent that such violation or result has not had, and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect: (A) (i) violate or result in the ability breach of Sellers any provision of the organizational documents of any of the Company’s Subsidiaries, (B) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to perform their respective the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under this Agreement any such Contract; (C) violate any provision of, constitute a breach of, or default under, any Laws applicable to consummate the transactions contemplated hereby.
Company or any of its Subsidiaries; or (cD) Assuming result in the truth and accuracy creation of any lien upon any assets, rights or properties of the representations and warranties Company or any of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement its Subsidiaries or the consummation suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the transactions contemplated herebyCompany or any of its Subsidiaries, other than liens under federal or state securities Laws or liens created by Purchaser.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Seller and by all other necessary corporate action on the part of SellersSeller. This Agreement has been duly executed constitutes, and delivered the Ancillary Agreements to which Seller is a party will constitute upon the execution thereof by Sellers and constitutes a each applicable contemplated party thereto, the legally valid and binding obligation of Sellers Seller enforceable against Sellers Seller in accordance with its their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws and equitable principles relating to or limiting creditors’ rights generally generally, and by general as the remedy of specific performance and injunctive and other forms of equitable principlesrelief may be subject to equitable defenses and to the discretion of a court of competent jurisdiction before which any proceeding may be brought.
(b) The Except for the Loan and Security Agreement, dated February 17, 2016, by and between Bank of America, N.A. and the Company (which agreement is being amended and restated as of the Closing) and the matters identified on Schedule 3.7, the execution, delivery and performance by Sellers Seller of this Agreement and the consummation of the transactions contemplated hereby do not and Ancillary Agreements will not not
(i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the Organizational Documents of Seller, (ii) result in the imposition of any Lien against any assets or properties of the Company or any Subsidiary thereof other than Permitted Liens, (iii) violate result in a breach of, or default under (or give rise to a right of termination, cancellation, modification or acceleration) any Law Material Contract or Order applicable to Sellers (iv) require any Approvals or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary notice to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated herebygiven to any Person.
Appears in 1 contract
Samples: Stock Purchase Agreement (Volt Information Sciences, Inc.)
Authorization; No Conflicts. (a) Sellers have Such Investor Warrantor has all requisite necessary corporate power and authority to executeand has taken all necessary corporate action required for the due authorization, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Investor Warrantor of this Agreement by Sellers the Transaction Documents and the Collaboration Documents to which it is a party and the consummation by such Investor Warrantor of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellersthereby. This Agreement has been been, and each other Transaction Document and Collaboration Documents to which such Investor Warrantor is a party will be, duly executed and delivered by Sellers such Investor Warrantor and, assuming due execution and constitutes delivery thereof by the Company and other parties thereto, this Agreement is, and each other Transaction Document and Collaboration Documents to which such Investor Warrantor is a legally party will be, when executed and delivered by such Investor Warrantor a valid and binding obligation of Sellers such Investor Warrantor enforceable against Sellers such Investor Warrantor in accordance with its their respective terms, except as such enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar Laws legal requirement relating to or affecting creditors’ rights generally and by except as such enforceability is subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The Assuming that each of the consents, approvals, authorizations and filings contemplated by Section 3.3 have been obtained or made, as applicable, the authorization, execution, delivery and performance by Sellers such Investor Warrantor of this Agreement the Transaction Documents and the Collaboration Documents and the consummation by such Investor Warrantor of the transactions contemplated hereby do not and thereby will not (i) conflict withviolate or result in the breach of any provision of the organizational documents of such Investor Warrantor, or (ii) in any material respect, violate any provision of, constitute a breach of, or default under, their respective Organizational Documentsany judgment, (ii) violateorder, writ, or decree applicable to such Investor Warrantor or any Contract to which such Investor Warrantor is a party, or (iii) in any material respect, violate any provision of, constitute a breach of, or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order Laws applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebysuch Investor Warrantor.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite The Company has full power and --------------------------- authority to execute, deliver and perform enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by Sellers and each of the Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action the Board of Directors of the Company. No other proceedings on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, Company or the loss of benefit under, any Contract to which Sellers Predecessor Company are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with authorize the execution, delivery and performance of this Agreement and each of the Ancillary Agreements and the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company. This Agreement and each of the Ancillary Agreements constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, and limitations on the availability of equitable remedies. Except as set forth in Schedule 3.01(c), the execution, delivery and performance of this Agreement, the Ancillary Agreements and the Reorganization, the consummation of the transactions by the Company contemplated herebyhereby and thereby, including the exercise of any rights hereunder and thereunder, and the compliance by the Company with any of the provisions hereof and thereof will not conflict with, violate or result in a breach in any material respect of any provision of, require a consent 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 of or accelerate the performance required by, or result in a right of termination or acceleration under, (i) any provision of the certificate of incorporation, by-laws or other governing instrument of the Company or the certificate of incorporation, by-laws or other governing instrument of any Subsidiary or (ii) any agreement, instrument, permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation binding on or otherwise applicable to the Company, the Subsidiaries or their respective properties or assets, including any agreements to be entered into on the date hereof.
Appears in 1 contract
Samples: Investment Agreement (Ipcs Inc)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby Related Agreements by Seller have been duly and validly authorized by the Board of Directors of Seller and by all other necessary corporate action on the part of SellersSeller. This Agreement has been duly executed and delivered by Sellers and constitutes a and, when executed, the Related Agreements constitute, or will constitute, legally valid and binding obligation obligations of Sellers Seller, enforceable against Sellers Seller in accordance with its terms, their terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally and by general equitable principles.
(b) The generally. Except as set forth on Schedule 2.8, the execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and Related Agreements by Seller will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, the charter documents or by-laws of Seller, (ii) result in the imposition of any Encumbrance against the Stock or any material assets or properties of the Company or any of its Subsidiaries or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be boundLaw, other thanexcept, in the case of clauses (ii) and (iii) above above, for any such violations, breaches, defaults and impositions as would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability business, financial condition or results of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy operations of the representations Company and warranties of Purchaser its Subsidiaries taken as a whole. Except for (i) matters identified in Article IV hereofSchedule 2.8, no Approval is necessary to be obtained (ii) any filings or made by Sellers approvals required under the Hart-Xxxxx-Xxxxxx Xxx, (iii) any novations or consents required in connection with Government Contracts, (iv) the Anti-Assignment Laws and (v) Federal Acquisitions Regulations, the execution, delivery and performance of this Agreement and the Related Agreements by Seller will not require any Approvals to be obtained except for any such Approvals the failure of which to receive would not in the aggregate have a material adverse effect on the business, financial condition or results of operations of the consummation Business or have a material adverse effect on the ability of Seller to consummate the transactions contemplated herebyby this Agreement and the Related Agreements.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation each of the transactions contemplated hereby Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have been duly and validly authorized by all necessary corporate action on the part of Sellerssuch Qwest Transaction Party. This Agreement has been duly executed The Transaction Documents and delivered by Sellers and constitutes Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligation obligations of Sellers such Qwest Transaction Party, enforceable against Sellers such Qwest Transaction Party in accordance with its terms, their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws and equitable principles relating to or limiting creditors’ ' rights generally generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by general bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principlesprinciples relating to or limiting creditors' rights generally.
(b) The Qwest Transaction Parties' respective execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not Transaction Documents and Commercial Agreements to which any of them is a party will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, (A) such parties' respective certificates of incorporation or result in the termination, acceleration bylaws or cancellation of, or the loss (B) except as set forth on Section 3.2(b) of benefit underSeller's Disclosure Schedule, any Material Contract to which Sellers are any of them is a party or by under which any of their respective material assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be are bound, other than, in the case except for any violations of clauses (ii) and (iii) above as or breaches or defaults under any Material Contract that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement Encumbrance, other than Permitted Encumbrances, against all or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy any portion of the representations Rodney Transferred Business. Subxxxx xo obtaining the Approvals and warranties Permits listed in Section 3.4 of Purchaser in Article IV hereofSeller's Disclosure Schedule, no Approval is necessary to be obtained or made by Sellers in connection with the Qwest Transaction Parties' respective execution, delivery and performance of this Agreement or the consummation Transaction Documents and Commercial Agreements to which any of the transactions contemplated herebythem is a party will not violate any Law in any material respect.
Appears in 1 contract
Samples: Purchase Agreement (Qwest Communications International Inc)
Authorization; No Conflicts. (ai) Sellers have all requisite The Company has the corporate power and authority to execute, deliver and perform enter into this Agreement and the Transaction Documents and to consummate the transactions contemplated herebycarry out its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents and the consummation by Sellers the Company of the transactions contemplated hereby and thereby have been duly approved and authorized by the Board of Directors. This Agreement and the Transaction Documents have been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by each Investor and the other parties thereto, this Agreement and the Transaction Documents are valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No other corporate proceedings are necessary for the execution and delivery by the Company of this Agreement or the Transaction Documents, the performance by it of its obligations hereunder and thereunder or the consummation by it of the transactions contemplated hereby and thereby, subject, in the case of issuance of the Warrant Shares, to approval of the proposal to approve the issuance of the Warrant Shares for purposes of the NASDAQ Marketplace Rules (the “Shareholder Proposal”) by the Company Requisite Vote. Other than as set forth in Section 2.2(d)(i) of the Disclosure Schedule (the “Company Requisite Vote”), no vote of the shareholders or the Company is required to approve the Agreement, the Transaction Documents or the transactions contemplated hereby or thereby.
(ii) Neither the execution and delivery by the Company of this Agreement or the Transaction Documents, nor the consummation of the transactions contemplated hereby have been duly and validly authorized thereby, nor compliance by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance Company with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers of this Agreement and the consummation any of the transactions contemplated hereby do not provisions hereof and thereof will not (iA) violate, conflict with, or constitute result in a breach or default under, their respective Organizational Documents, (ii) violateof any provision of, or constitute a breach default (or default an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, acceleration or cancellation termination of, or accelerate the loss performance required by, or result in a right of benefit undertermination or acceleration of, or result in the creation of any Contract lien, security interest, charge or encumbrance upon any of the material properties or assets of the Company or any Company Subsidiary under any of the terms, conditions or provisions of (i) its restated articles of incorporation (as amended), amended and restated bylaws or certificates of designation or the articles of incorporation, charter, bylaws, certificates of designation or other governing instrument of any Company Subsidiary or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Sellers are the Company or any Company Subsidiary is a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets it may be bound, other thanor to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (B) violate any law, statute, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets, except in the case of clauses clause (iiA)(ii) and (iii) above B), as would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Effect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Exchange Agreement (X Rite Inc)
Authorization; No Conflicts. (a) Sellers have The Company has all requisite necessary corporate power and authority to executeand has taken all necessary corporate action required for the due authorization, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by Sellers and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary action on thereby, the part filing of Sellersthe Certificate of Designations with the Secretary of State of the State of Delaware and, following the effectiveness of such actions, for the due authorization, issuance, sale and delivery of the Purchased Shares and the reservation, issuance and delivery of the Conversion Shares. This Agreement has been been, and the Registration Rights Agreement, at the Closing will be, duly executed and delivered by Sellers the Company. Assuming due execution and constitutes delivery thereof by each of the other parties hereto or thereto, this Agreement and the Registration Rights Agreement will each be a legally valid and binding obligation of Sellers the Company enforceable against Sellers the Company in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar Laws legal requirement relating to or affecting creditors’ rights generally and by except as such enforceability is subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The authorization, execution, delivery and performance by Sellers the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including the filing of the Certificate of Designations and the issuance of the Purchased Shares and the Conversion Shares do not and will not not: (ix) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, violate or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence breach of any act provision of the Certificate of Incorporation or event or otherwise) Bylaws of the Company; or (iiiy) violate any Law or Order applicable to Sellers or by which their respective assets may be boundwith such exceptions that have not had, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect: (i) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the ability Company or any of Sellers its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to perform their respective which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under this Agreement any such Contract; (ii) violate any provision of, constitute a breach of, or to consummate default under, any applicable state, federal or local law, rule or regulation; or (iii) result in the transactions contemplated hereby.
(c) Assuming the truth and accuracy creation of any lien upon any assets of the representations and warranties Company or any of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement its Subsidiaries or the consummation suspension, revocation or forfeiture of any franchise, permit or license granted by a governmental authority to the transactions contemplated herebyCompany or any of its Subsidiaries, other than liens under federal or state securities laws or liens created by Purchaser.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and any related agreements by Sellers and the consummation of the transactions contemplated hereby Seller have been duly and validly authorized by the Board of Directors of Seller and by all other necessary corporate action on the part of SellersSeller. This Upon issuance of the Approval Order, this Agreement has been duly executed and delivered by Sellers and constitutes a any related agreements will constitute the legally valid and binding obligation of Sellers Seller, enforceable against Sellers it in accordance with its terms, their terms except as such enforceability may be limited by bankruptcygeneral principles of equity, insolvencyincluding, reorganizationwithout limitation, moratorium concepts of materiality, reasonableness, good faith and other similar Laws relating to creditors’ rights generally fair dealing and by general equitable principles.
(b) The the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. Assuming issuance of the Approval Order, the execution, delivery and performance by Sellers of this Agreement by Seller and the consummation execution, delivery and performance of the transactions contemplated hereby do not and any related agreements by Seller will not (ia) conflict with, violate or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, the Certificate of Incorporation and Bylaws of Seller, (b) constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any Lease, Assumed Mall Agreement or Assumed Contract or result in the imposition of any Encumbrance against any of the Purchased Assets or (iiic) violate any Law or Order applicable to Sellers or Buyer. Section 4.4 of the Disclosure Schedule lists all Approvals and Permits required to be obtained by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or Seller to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy by this Agreement. Except for matters indicated in Section 4.4 of the representations Disclosure Schedule as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and warranties delivery of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made this Agreement by Sellers in connection with Seller and the execution, delivery and performance of this Agreement and any related agreements by Seller will not require any notice to, filing or registration with, or the consummation issuance of any Permit by, any third party or Governmental Entity under the transactions contemplated herebyterms of any applicable Laws, the Leases, the Assumed Mall Agreements or the Assumed Contracts.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all requisite power Seller has the right, power, and authority to enter into this Agreement and the Other Agreements to which it is a party, to consummate the transactions contemplated hereby and thereby, and otherwise to comply with and perform its obligations under, this Agreement and the Other Agreements. Each of the Seller Subsidiaries has the right, power, and authority to execute, deliver and perform this Agreement the Other Agreements to which it is or will be, a party and to perform its obligations thereunder and consummate the transactions contemplated hereby. to be performed and consummated by this Agreement and such Other Agreements.
(b) The execution, execution and delivery and performance by Seller of this Agreement do not, the execution and delivery by Sellers Seller and each of the Seller Subsidiaries of each Other Agreement to which it is, or will be, a party will not, and the consummation of the transactions contemplated hereby have been duly and validly authorized to be consummated by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered it by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and such Other Agreements will not (i) conflict with, or constitute a result in any breach or default under, their respective Organizational Documents, (ii) violate, of or constitute a breach default under (or default an event that, with notice or lapse of time or both, would become a default), require any consent of any Person pursuant to, or give to others any rights of termination, acceleration or cancellation under, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, or result in the termination, acceleration creation of any Lien (other than Permitted Encumbrances or cancellation of, or Liens caused by Buyer) upon any of the loss of benefit Transferred Assets under, any provision of (i) in the case of Seller, its certificate of incorporation or bylaws and, in the case of each of the Seller Subsidiaries, its comparable organizational documents, (ii) any Contract (including any Transferred Contract) to which Sellers are Seller or any of the Seller Subsidiaries is a party or by which their respective assets may be bound any of the Transferred Assets or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) Assumed Liabilities is bound, or (iii) violate any Law injunction, judgment, Order or Order decree or statute, Law, ordinance, legally-binding rule, executive order, code or regulation applicable to Sellers Seller or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy any of the representations and warranties Seller Subsidiaries or any of Purchaser in Article IV hereofthe Transferred Assets or Assumed Liabilities, no Approval except as set forth on Section 3.2(b) of the Disclosure Schedule. No consent, Permit, authorization or approval of, or registration, declaration, notice or filing with, any Governmental Authority, is necessary required to be obtained or made by Sellers or with respect to Seller or any of the Seller Subsidiaries in connection with the execution, delivery and performance of this Agreement or any of the Other Agreements or the consummation of the Acquisition and the other transactions contemplated herebyhereby and by the Other Agreements, other than (A) compliance with and filings under applicable Antitrust Laws, (B) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Other Agreements, and (C) those the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(c) Seller has duly executed and delivered this Agreement and on or prior to the Closing will have duly executed and delivered each Other Agreement to which it is, or will be, a party, and this Agreement constitutes, and each Other Agreement to which it is, or will be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with their terms, except to the extent that such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation or similar Laws relating to the enforcement of creditors’ rights generally, (ii) the availability of the remedies of specific performance or injunctive relief which may be subject to the discretion of the court before which any Proceeding for such remedies may be brought, or (iii) the exercise by any court of its discretion in invoking general principles of equity (the “Equitable Exceptions”). Each of the Seller Subsidiaries on or prior to the Closing will have duly executed and delivered each Other Agreement to which it is, or will be, a party, and each Other Agreement to which it is, or will be, a party will after the Closing constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by the Equitable Exceptions.
Appears in 1 contract
Authorization; No Conflicts. (a) Sellers have all Each of Parent and Merger Sub has the requisite corporate power and authority and has taken all corporate action necessary to execute, execute and deliver and perform this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by Sellers Parent and Merger Sub, the consummation by each of them of the transactions contemplated hereby and the performance by each of them of their respective obligations hereunder have been duly authorized and approved by the board of directors of Merger Sub and have been duly approved and adopted by Parent as the sole shareholder of Merger Sub. No other corporate action on the part of either of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellershereby. This Agreement has and the other Transaction Documents to which Parent or Merger Sub is a party have been or will be duly executed and delivered by Sellers each of Parent and Merger Sub and, assuming that this Agreement constitutes a legally valid and binding obligation of Sellers the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against Sellers each of Parent and Merger Sub in accordance with its terms, except as that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles.
(b) The execution, execution and delivery and performance by Sellers of this Agreement and each other Transaction Document do not, and the consummation of the transactions contemplated hereby do not by this Agreement and each other Transaction Document will not not, directly or indirectly (with or without notice or lapse of time or both), (i) conflict with or violate any of the provisions of the certificate of incorporation or bylaws (or comparable documents) of Parent or Merger Sub, (ii) conflict with, or constitute a result in any violation of, breach of or default under, their respective Organizational Documentsor give rise to a right of termination, (ii) violatecancellation, acceleration, modification or constitute a breach loss of any material benefit or default material obligation under, or result in the termination, acceleration creation of any Lien upon any of the properties or cancellation of, assets of Parent or the loss of benefit Merger Sub under, any Contract material Contract, to which Sellers are Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective assets may be is bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) subject or (iii) violate subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.3, contravene in any material respect any domestic or foreign Law or any Order applicable to Sellers currently in effect and binding upon Parent or by which their respective assets may be boundMerger Sub, other thanexcept, in the case of clauses (ii) and (iii) above ), as would not reasonably be expected to havenot, individually or in the aggregate, a material adverse effect on reasonably be expected to prevent, materially delay or materially impair the ability of Sellers to perform their respective obligations under this Agreement Parent or Merger Sub to consummate the Merger and the other transactions contemplated herebyby this Agreement.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Supervalu Inc)
Authorization; No Conflicts. (a) Sellers have all requisite Each of Parent and Merger Sub has full power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance of this Agreement by Sellers and the Ancillary Agreements to which each of Parent and Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub, and no other corporate action on the part of Parent or Merger Sub is necessary to approve this Agreement or the Ancillary Agreements to which they are a party or authorize or consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which each of Parent and Merger Sub is a party have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers each of Parent and constitutes a legally Merger Sub (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other parties hereto and thereto) constitute valid and binding obligation obligations of Sellers each of Parent and Merger Sub, enforceable against Sellers each of Parent and Merger Sub in accordance with its their terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium and other or similar Laws relating to creditors’ or affecting the rights of creditors generally and by general the availability of equitable principlesrelief (whether in proceedings at law or in equity).
(b) The executionAssuming all consents, approvals, authorizations, filings and notifications and other actions set forth in Section 6.3 have been obtained or made, neither the execution and delivery and performance by Sellers of this Agreement or the Ancillary Agreements to which it is a party by each of Parent and Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby do not and or thereby to be performed by Parent or Merger Sub, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof or thereof, will not (i) conflict with, violate any provision of the organizational documents of Merger Sub or constitute a breach violate any provision of the certificate of incorporation or default under, their respective Organizational Documentsbylaws of Parent, (ii) (x) violate, conflict with or constitute require any notice, filing, consent or approval under any material applicable Law to which Parent, Merger Sub or any of their respective properties, contracts or assets are subject, or (y) violate, conflict with, result in a breach or default under, or result in the termination, acceleration or cancellation of, of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, result in the creation of any Contract Encumbrance upon the Parent Common Stock, properties, contracts or assets of Parent or Merger Sub under, or require any notice, approval or consent under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Sellers are Parent Merger Sub is a party party, or by which Parent Merger Sub, or any of their respective assets properties or assets, may be bound or affected (whether upon lapse of time and/or the occurrence of in any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyrespect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Websidestory Inc)
Authorization; No Conflicts. (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary All corporate action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its termsthe --------------------------- Company necessary for the authorization, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers the Company of this Agreement and the consummation of the transactions contemplated hereby do not herein has been taken. This Agreement is the valid and binding obligation of the Company, enforceable in accordance with its terms. Except as specified in Schedule 4.5, the execution, delivery and performance by the ------------ Company of this Agreement will not, assuming the truth and accuracy of each of the Purchasers' representations and warranties set forth in Section 5 hereof, result in any violation of and will not (i) conflict with, or constitute result in a breach of any of the terms of or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, or permit the acceleration of any Contract obligation under, or constitute a default under, any provision of federal or state law to which Sellers are the Company is subject, the Company's Certificate of Incorporation, the Company's By-Laws or any agreement or instrument to which the Company is a party or by which their respective assets may be it or any of its properties is bound or affected (whether upon lapse of time and/or result in the occurrence creation of any act mortgage, pledge, lien, encumbrance or event charge upon any of the properties or otherwise) assets of the Company pursuant to any such term, except where such violation, conflict, breach, default, loss or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as acceleration would not reasonably be expected to havehave a material adverse effect, individually or in the aggregate, a material adverse effect on the ability Condition of Sellers to perform their respective obligations the Company. Except as specified in Schedule 4.5, no shareholder of the Company has any preemptive ------------ rights or rights of first refusal by reason of the issuance of the Shares which rights have not been duly waived. The Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable federal and state securities laws, and will be free of any liens or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy encumbrances other than as set forth in this Agreement. The shares of Common Stock issuable upon conversion of the representations Shares have been duly and warranties validly reserved and are not subject to any preemptive rights or rights of Purchaser first refusal and, upon issuance in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection accordance with the executionCertificate of Designation, delivery will be validly issued, fully paid and performance of this Agreement or the consummation of the transactions contemplated herebynonassessable.
Appears in 1 contract
Samples: Series F Preferred Stock Purchase Agreement (Jetfax Inc)
Authorization; No Conflicts. (a) Sellers have all requisite The Company has full corporate power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Documents and to consummate perform its obligations hereunder and thereunder. The execution, delivery and performance by the transactions contemplated herebyCompany of this Agreement and each Ancillary Document have been duly authorized by all necessary corporate action. The consummation of the Company's obligations under this Agreement and the Ancillary Documents shall be duly authorized by all necessary corporate action prior to Closing. This Agreement has been, and on or prior to the Closing Date each Ancillary Document will be, duly and validly executed and delivered by the Company. This Agreement constitutes, and upon its execution and delivery on or prior to the Closing Date, each Ancillary Document will constitute, a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and by general equitable principles. The execution, delivery and performance of this Agreement and the Ancillary Documents by Sellers and the Company, the consummation of the transactions by the Company contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.
(b) The execution, delivery and performance by Sellers of this Agreement thereby and the consummation of compliance by the transactions contemplated hereby do not Company with the provisions hereof and thereof will not (i) conflict with, violate or result in a breach of any provision of, require a consent, approval or notice under, or constitute a breach default (or default underan event which, their respective Organizational Documentswith notice or lapse of time or both, (ii) violate, or would constitute a breach or default default) under, or result in the termination, acceleration termination of or cancellation ofaccelerate the performance required by, or the loss result in a right of benefit termination or acceleration under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or result in the occurrence creation of any act Lien upon any of the properties or event assets of the Company under, (i) the articles of incorporation, by-laws or otherwiseother governing instrument of the Company, (ii) any Contractual Obligation of the Company or (iii) violate assuming that the filings, consents and approvals specified in Schedule 3.1(d) have been obtained or made and any waiting period applicable thereto has expired or been terminated, any Requirement of Law or Order applicable to Sellers or by which their respective assets may be boundthe Company, other thanexcept, in the case of clauses (ii) and (iii) above as above, such conflicts, violations, breaches, consents, approvals, notices, defaults, terminations, accelerations or Liens which would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Effect.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Acquisition Agreement (Covad Communications Group Inc)
Authorization; No Conflicts. (a) Sellers have all The Company has the requisite corporate power and authority and has taken all corporate action necessary to executeexecute and deliver this Agreement, deliver and to perform this Agreement its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and the Board has determined that the Merger is fair to, and in the best interests of the Stockholders, declared that the Merger is advisable and recommended the approval of the Merger and the adoption of this Agreement by the Stockholders. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly (other than the aforementioned Stockholder approval and validly authorized adoption, the filing of appropriate merger documents as required by all necessary action on the part of SellersDGCL and filings required under the HSR Act). This Agreement has been duly executed and delivered by Sellers and the Company and, assuming that this Agreement constitutes a legally valid and binding obligation of Sellers Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against Sellers the Company in accordance with its terms, except as to the extent that its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles.
(b) . The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or by the Company do not, and the consummation of the transactions contemplated herebyby this Agreement will not, (i) conflict with any of the provisions of the Company's certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of the Company Subsidiaries, in each case, as amended, (ii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any Material Contract to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound or to which any of their respective assets is subject or (iii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene in any material respect any domestic or foreign Law or any Order currently in effect applicable to the Company or any Company Subsidiary, or (iv) result in the imposition of any Lien upon any assets of the Company or any Company Subsidiary.
Appears in 1 contract
