AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) The Company has the requisite corporate power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to effect the Merger. Each Stockholder has the full legal right, power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been approved by the board of directors of the Company and by the Stockholders. No additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by U.S. Concrete and Newco, constitutes a valid and binding agreement of the Company and the Stockholders, enforceable against each of them in accordance with its terms.
AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. The Buyer has the full legal right, power and authority to enter into this Agreement and all other agreements, certificates, and required to be entered into and delivered to consummate the Transaction contemplated hereby (the “Transaction Documents”). The execution, delivery and performance of this Agreement has been approved by the board of directors of the Buyer, and as may be required, approved by the sole shareholder of the Buyer, TLSS and as may be required TLSS’s shareholders. No additional corporate proceedings on the part of the Buyer are necessary to authorize the execution and delivery of this Agreement. Any corporate proceedings on the part of the Buyer necessary to authorize the consummation by the Buyer of the Transaction contemplated hereby shall be consummated prior to the Closing. This Agreement has been duly and validly executed and delivered by the Buyer, and, assuming the due authorization, execution and delivery by the Companies and the Shareholders, constitutes a valid and binding agreement of the Buyer, TLSS, the Companies and the Shareholders, enforceable against the Buyer, in accordance with its terms. Except as provided in Schedule 2.2, the execution and delivery of this Agreement by the Buyer does not, and the consummation by the Buyer of the Transaction will not, 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 under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Buyer or any of its subsidiaries under any of the terms, conditions or provisions of (a) the “
AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of Quanta and Newco has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of Quanta and Newco and Quanta, as the sole stockholder of Newco. No additional corporate proceedings on the part of Quanta or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by Quanta and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Quanta and Newco, and, assuming the due authorization, execution and delivery by the Company and the Stockholders, constitutes valid and binding agreements of Quanta and Newco, enforceable against Quanta and Newco in accordance with its terms.
AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of PalEx and Newco has the full legal right, power and authority to enter into this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Registration Rights Agreement have been approved by the boards of directors of PalEx and Newco and PalEx, as the sole stockholder of Newco. No additional corporate proceedings on the part of PalEx or Newco are necessary to authorize the execution and delivery of this Agreement or the Registration Rights Agreement and the consummation by PalEx and Newco of the transactions contemplated hereby. This Agreement and the Registration Rights Agreement have been duly and validly executed and delivered by PalEx and Newco, and, assuming the due authorization, execution and delivery by the Company and the Stockholders, constitutes valid and binding agreements of PalEx and Newco, enforceable against PalEx and Newco in accordance with its terms.
AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Seller has the full legal right, power and authority to enter into this Agreement and to consummate the sale of the Business and the other transactions contemplated hereby. Seller has the full legal right, power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement have been approved by the Board of Directors of Seller. This Agreement has been duly and validly executed and delivered by Seller, and, assuming the due authorization, execution and delivery hereof by Purchaser, constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms.
AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. Services and Philipp each has all necessary power and authority to enter into this Agreement to perform fully their respective obligations hereunder and to carry out the transactions contemplated hereby. The execution, delivery and performance by Services of this Agreement and the transactions contemplated hereby have been duly authorized by Services by all necessary action. This Agreement has been duly executed and delivered by Services and Philipp, and constitutes a legal, valid and binding obligation of Services and Philipp, enforceable against each of them in accordance with its terms.
AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of U.S. Concrete and Newco has the full legal right, power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of U.S. Concrete and Newco and by U.S. Concrete, as the sole stockholder of Newco. No additional corporate or shareholder proceedings on the part of U.S. Concrete or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by U.S. Concrete and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by U.S. Concrete and Newco, and, assuming the due authorization, execution and delivery by the Company and the Stockholders, constitutes valid and binding agreements of U.S. Concrete and Newco, enforceable against U.S. Concrete and Newco in accordance with its terms.
AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) The Company has the requisite corporate power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to effect the Merger. Each Stockholder has the full legal right, power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been approved by the board of directors of the Company and by the Stockholders. No additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by U.S. Concrete and Newco, constitutes a valid and binding agreement of the Company and the Stockholders, enforceable against each of them in accordance with its terms, subject to general principles of equity and bankruptcy, insolvency and other similar laws relating to the enforcement of creditor's rights.
AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of BVI and Newco has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of BVI and Newco, and BVI, as the sole stockholder of Newco. No additional corporate proceedings on the part of BVI or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by BVI and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by BVI and Newco, and, assuming the due authorization, execution and delivery by the Company and the Stockholder, constitutes valid and binding agreements of BVI and Newco, enforceable against BVI and Newco in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Purchaser has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized, and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and assuming the due authorization, execution and delivery hereof by Seller, the Company and each of the Controlling Stockholders, constitutes a valid and legally binding agreement of Purchaser enforceable against it in accordance with its terms, except as may be limited by (a) bankruptcy insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally and (b) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
