Authorization; No Default. The Transactions (a) have been duly authorized by all requisite corporate and, if required, stockholder action and (b) will not (i) violate (A) any provision of (x) any material law, statute, rule or regulation, or (y) the certificate or articles of incorporation or other constitutive documents or by-laws of the Borrower or any Subsidiary, (B) any material order of any Governmental Authority or (C) any provision of any indenture, agreement or other instrument to which the Borrower or any Subsidiary is a party or by which any of them or any of their property is or may be bound (in each case which is material to the conduct of their business), (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument, in the case of this clause (ii) as could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (iii) result in the creation or imposition of any Lien upon or with respect to any material property or assets now owned or hereafter acquired, created, developed or invented by the Borrower or any Subsidiary (other than any Lien created hereunder or under the Security Documents).
Authorization; No Default. (a) Each of Holdco and each Holdco Subsidiary has the power and authority to enter into the Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents by Holdco and each Holdco Subsidiary and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of each of Holdco and each Holdco Subsidiary (the “Board of Directors”). The Transaction Documents to which Holdco and each Holdco Subsidiary are a party are valid and binding obligations of Holdco and each Holdco Subsidiary enforceable against Holdco and each Holdco Subsidiary in accordance with their respective terms. No stockholder vote of Holdco or any Holdco Subsidiary is required to authorize, approve or consummate any of the transactions contemplated hereby. The issuance of the Series B Preferred Shares and the Series B-1 Preferred Shares and the transactions contemplated by the Transaction Documents will be in compliance with the New York Stock Exchange’s shareholder approval policy and the exception under Para. 312.05 of the New York Stock Exchange Listed Company Manual.
Authorization; No Default. The execution, delivery and performance by Borrower of this Agreement and each Loan Document to which it is or will become a party (i) has been duly authorized on behalf of Borrower by all necessary corporate action; (ii) does not contravene any law, statute, rule or regulation or any judgment, decree or order of any court or governmental agency by which Borrower is bound, or Borrower's articles of incorporation, bylaws, or any preference stock provisions; (iii) shall not result in or constitute a default under any agreement, contract, indenture, mortgage, deed of trust, security agreement or other instrument to which Borrower is a party or by which Borrower or any of its property, including any Collateral, is bound; and (iv) shall not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrances upon any assets or property of Borrower or upon any Collateral.
Authorization; No Default. (i) The Company has the power and authority to enter into the Transaction Documents and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of the Company (the “Board of Directors”). The Transaction Documents are valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms. Except for the Shareholder Approval, no stockholder vote of the Company is required to authorize, approve or consummate any of the transactions contemplated hereby.
Authorization; No Default. The Company has the power and authority to enter into this Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Board of Directors”). This Agreement represents a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and to judicial limitations on the remedy of specific enforcement and other equitable remedies. Neither the execution, delivery and performance by the Company of this Agreement and any documents ancillary hereto, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by the Company with any of the provisions hereof or thereof, will (1) violate, conflict with, 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 of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under any of the material terms, conditions or provisions of (A) its Certificate of Incorporation or Bylaws or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement to which the Company is a party or by which it may be bound, or to which the Company or any of the properties or assets of the Company may be subject, or (2) violate any statute, rule or regulation or, to the knowledge of the Company, any judgment, ruling, order, writ, injunction or decree applicable to the Company or any of their respective properties or assets; except, in the case of clauses (1)(B) and (2), as would not reasonably be likely to have a Material Adverse Effect on the Company.
Authorization; No Default. (i) The Company has the power and authority to enter into the Transaction Documents and to carry out its obligations hereunder and thereunder. The execution, 11 delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors. The Transaction Documents are valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms. No stockholder vote of the Company is required to authorize, approve or consummate any of the transactions contemplated hereby. The issuance of the Series B Preferred Shares and the Series B-1 Preferred Shares and the transactions contemplated by the Transaction Documents will be in compliance with the New York Stock Exchange’s shareholder approval policy and the exception under Para. 312.05 of the New York Stock Exchange Listed Company Manual. (ii) Neither the execution, delivery and performance by the Company of the Transaction Documents and any documents ancillary thereto, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by the Company with any of the provisions thereof, will (A) violate, conflict with, 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 of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, any of the material terms, conditions or provisions of (1) its certificate of incorporation or bylaws or substantially equivalent governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation (each, a “Contract”) to which the Company or any Company Subsidiary is a party or by which it may be bound, or 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) subject to compliance with the statutes and regulations and votes referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or ...
Authorization; No Default. 1. Pursuant to the Amended and Restated Credit Agreement, dated as of June 29, 2005, as amended, by and among Holdco, JPMorgan Chase Bank, N.A., individually and as administrative agent, and the other financial institutions signatory thereto, an acquisition of 20% or more of the outstanding shares of voting stock of Holdco is an event of default under the Agreement.
Authorization; No Default. This Agreement has been duly and validly executed and delivered by TRIAX and the Warranting Shareholders. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which TRIAX and the Warranting Shareholders are a party have been duly authorized and constitute the valid and legally binding obligations of TRIAX and the Warranting Shareholders, as applicable, enforceable against it and them in accordance with their respective terms except insofar as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the rights of creditors and general equitable principles. The execution, delivery and performance by TRIAX and the Warranting Shareholders of this Agreement and the agreements provided for herein, and the consummation by TRIAX and the Warranting Shareholders of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation binding on the Acquired Companies, the Warranting Shareholders or any of them, (b) violate the provisions of the Memorandum or Articles of Association, as amended, or by-laws, as amended, of the Acquired Companies in effect as of the date hereof, (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the Acquired Companies or the Shareholders, (d) result in the breach or termination of, or constitute a default under, or cause any acceleration under, or cause the creation of any encumbrance upon the properties or assets of the Acquired Companies pursuant to any lien or mortgage, deed of trust or other instrument or agreement to which the Acquired Companies or their properties are bound. This Agreement and the transactions incidental to the Closing hereby have been approved unanimously by the Warranting Shareholders.
Authorization; No Default. The Company has the power and authority to enter into the Transaction Documents and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate or other proceedings on the part of the Company, including the board of directors of the Company (the “Board of Directors”) is necessary to authorize the execution and delivery of the Transaction Documents or to consummate the transactions contemplated thereby, subject only to: (A) the approval of the issuance of the Shares and the Warrants by the Company’s stockholders; (B) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any foreign antitrust laws, (C) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the rules and regulations of the Nasdaq Stock Market (clauses (A) – (C), the “Necessary Consents”). Subject to the Necessary Consents and such approvals of Governmental Entities as may be required by statute or regulation, the Transaction Documents are valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, and no consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or any other person is required to be obtained or made by the Company in connection with the execution and delivery of the Transaction Documents or the consummation of the transactions contemplated thereby, except for the Necessary Consents. Neither the execution, delivery and performance by the Company of the Transaction Documents or the Merger Agreement and any documents ancillary thereto, nor the consummation of the transactions contemplated hereby and thereby, including the Merger and the use of the Cash Proceeds exclusively to pay consideration to CyberGuard pursuant to the Merger Agreement, nor compliance by the Company with any of the provisions thereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of t...
Authorization; No Default. (a) Each of Holdco and each Holdco Subsidiary has the power and authority to enter into the Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents by Holdco and each Holdco Subsidiary and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of each of Holdco and each Holdco Subsidiary (the “Board of Directors”). The Transaction Documents to which Holdco and each Holdco Subsidiary are a party are valid and binding obligations of Holdco and each Holdco Subsidiary enforceable against Holdco and each Holdco Subsidiary in accordance with their respective terms. Except for the Shareholder Approval, no stockholder vote of Holdco or any Holdco Subsidiary is required to authorize, approve or consummate any of the transactions contemplated hereby.
