Authorization; No Default Clause Samples
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.
(b) Neither the execution, delivery and performance by Holdco and each Holdco Subsidiary of the Transaction Documents to which it is a party and any documents ancillary thereto, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by Holdco and each Holdco Subsidiary 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 Holdco or any Holdco 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 Holdco or any Holdco Subsidiary is a party or by which it may be bound, or to which Holdco or any Holdco Subsidiary or any of the properties or assets of Holdco...
Authorization; No Default. (i) The Company has the power and authority to enter into this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors. This Agreement and the Registration Rights Agreement 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.
(ii) Neither the execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement 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 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 any of their respective properties or assets; except, in the case of clauses (A)(2) and (B), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.
(iii) Other than (A) th...
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. 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. 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 any ...
Authorization; No Default. (i) FCB has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by FCB and the consummation by FCB of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of FCB and Bond Street Holdings, Inc., the sole shareholder of FCB, and no other corporate proceedings on the part of FCB are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Each of this Agreement and the Voting Agreement has been duly executed and delivered by FCB and, assuming the due authorization, execution and delivery by GFB and, in the case of the Voting Agreement, the other parties thereto, constitutes a legal, valid and binding obligation of FCB, enforceable against FCB in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally.
(ii) Subject to the receipt of the approvals and consents referred to in Section 5.3(f) and the expiration of applicable waiting periods, the execution, delivery and performance by FCB of this Agreement and the consummation by it of the transactions contemplated hereby do not constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation or acceleration of any obligation of FCB or to a loss of any benefits to which FCB is entitled under any provision of (i) FCB’s Governing Documents, (ii) assuming compliance with the requirements referred to in Section 5.3(f)(i), any Law binding upon FCB or (iii) any Contract to which FCB or any of its properties or assets is subject or bound, except, in each case, as would not, individually or in the aggregate, reasonably be likely to have an FCB Material Adverse Effect.
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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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. (1) The Investor has the requisite power and authority to enter into this Agreement and to carry out its obligations hereunder and thereunder. This Agreement has been duly and validly authorized, executed and delivered by the Investor and, assuming due authorization, execution and delivery of this Agreement by the Company, is a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganizations, fraudulent transfer or similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law). No other corporate proceedings are necessary for the execution and delivery by the Investor of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby.
(2) Neither the execution, delivery and performance by the Investor of this Agreement, nor the consummation of the transactions contemplated hereby, 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 upon any of the properties or assets of the Investor under any of the material terms, conditions or provisions of (i) its certificate of incorporation or by-laws (or similar governing documents) or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which it 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, materially violate any statute, rule or regulation or, to the knowledge of the Investor, any judgment, ruling, order, writ, injunction or decree applicable to the Investor or any of its properties or assets; except, in the case of clauses (A)(ii) and (B), as would not reasonably be expected to have a Material Adverse Effect on the Investor.
(3) No notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity or any other person is necessary ...
Authorization; No Default. 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.