Authorization; Non-Contravention. (i) Each Seller has full corporate power and authority to execute and deliver this Agreement and each Seller Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and each Seller Ancillary Agreement and the consummation by Sellers of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each Seller and no other corporate action on the part of any Seller is necessary to authorize the execution and delivery of this Agreement and the Seller Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. (ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. (i) The execution and delivery of this Agreement and the Seller Ancillary Agreements by each Seller does not, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: (A) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation of a Lien on any of the Registrar Assets except, in the case of clauses (B) and (C), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements or other Registrar Assets that are required to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business. (ii) The execution and delivery of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to LLC or by which LLC of its properties are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the HSR Act; and (ii) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby and by the Ancillary Agreements.
Appears in 1 contract
Samples: Purchase Agreement (Verisign Inc/Ca)
Authorization; Non-Contravention. (ia) Each Seller has full corporate the requisite power and authority and has taken all action necessary to execute and deliver this Agreement and each all other instruments and agreements to be delivered by Seller Ancillary Agreement as contemplated hereby and thereby, to which it is a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and each all other instruments and agreements to be delivered by Seller Ancillary Agreement as contemplated hereby and thereby, the consummation by Sellers Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been (except for the authorization of CIE’s shareholders meeting which must be obtained on or before Closing) and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved. This Agreement has been, and all other instruments and agreements to be executed and delivered by all necessary corporate action on the part Seller as contemplated hereby and thereby will be, duly executed and delivered by Seller. Assuming that this Agreement constitutes legal, valid and binding obligations of each other party hereto, this Agreement constitutes legal, valid and binding obligations of Seller enforceable against Seller in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally. Assuming that all other instruments and no agreements to be delivered by Seller as contemplated hereby and thereby constitute legal, valid and binding obligations of each other corporate action on party hereto, such instruments and agreements will constitute legal, valid and binding obligations of Seller enforceable against Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the part enforcement of any Seller is necessary to authorize the creditors’ rights generally.
(b) The execution and delivery of this Agreement and the all other instruments and agreements to be delivered by Seller Ancillary Agreements as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, thereby will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(i) The execution and delivery of this Agreement and the Seller Ancillary Agreements by each Seller does not, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: (A) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation of a Lien on any of the Registrar Assets except, in the case of clauses (Bii)-(iv) and (C)below, for such conflicts, violations, breaches, defaults, or rights which to the extent that would not have a Material Adverse Effect on be material to the Registrar Business and would not prevent the consummation Target Companies (i) conflict with any of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) provisions of the Disclosure Letter lists all consentsarticles of incorporation, waivers and approvals under any Assigned Agreements bylaws, trust agreement or other Registrar Assets that are required to be obtained in connection with the consummation equivalent charter documents of Seller or any of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
Target Companies; (ii) The execution and delivery create any Lien (other than Permitted Liens) upon any of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance properties or assets of this Agreement and the LLC Ancillary Agreements by LLC will not: such Target Companies; (Aiii) conflict with or violate result in a breach of, or constitute a default under, or, other than as provided in Section 3.2(b) of the Certificate Seller Disclosure Letter, result in the acceleration of Formation any obligation or LLC Agreement loss of LLCany benefits under, as applicableany Target Company Contract, Target Company Permit or other instrument to which such Target Companies is a party or by which any of its properties or assets are bound; or (Biv) subject to compliance with (A) the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to LLC or by which LLC of its properties are bound; except, in the case of clause Antitrust Laws and (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation ) receipt of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrationsdeclarations, declarations filings and filings as may be required under applicable federal and state securities laws and the HSR Act; and (iinotices referred to in Section 3.2(b) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto Seller Disclosure Letter, contravene any Law or any Order applicable to consummate Seller, any of the transactions contemplated hereby and Target Companies or by which any properties or assets of Seller or any of the Ancillary AgreementsTarget Companies are bound.
Appears in 1 contract
Samples: Stock Purchase and Subscription Agreement (Live Nation Entertainment, Inc.)
Authorization; Non-Contravention. (ia) Each Such Seller has full corporate the requisite power and authority and has taken all action necessary to execute and deliver this Agreement, the Escrow Agreement and each all other instruments and agreements to be delivered by such Seller Ancillary Agreement as contemplated hereby and thereby, to which it is a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each such Seller of this Agreement, the Escrow Agreement and each all other instruments and agreements to be delivered by such Seller Ancillary Agreement as contemplated hereby and thereby, the consummation by Sellers such Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved. This Agreement and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by all necessary corporate action on such Seller as contemplated hereby and thereby will be, duly executed and delivered by such Seller. Assuming that this Agreement and the part Escrow Agreement constitute legal, valid and binding obligations of each other party hereto, this Agreement and the Escrow Agreement constitute legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights generally. Assuming that all other instruments and no agreements to be delivered by such Seller as contemplated hereby and thereby constitute legal, valid and binding obligations of each other corporate action on party hereto, such instruments and agreements will constitute legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the part enforcement of any Seller is necessary to authorize the creditors' rights generally.
(b) The execution and delivery of this Agreement and the all other instruments and agreements to be delivered by such Seller Ancillary Agreements as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, thereby will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(i) The execution and delivery of this Agreement and the Seller Ancillary Agreements by each Seller does not, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: (A) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation of a Lien on any of the Registrar Assets except, in the case of clauses (Bii)-(iv) and (C)below, for such conflicts, violations, breaches, defaults, or rights which to the extent that would not have a Material Adverse Effect on be material to the Registrar Business and would not prevent the consummation Subject Companies (i) conflict with any of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) provisions of the Disclosure Letter lists all consentsarticles of incorporation, waivers and approvals under any Assigned Agreements bylaws, trust agreement or other Registrar Assets that are required to be obtained in connection with the consummation equivalent charter documents of such Seller or any of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
Subject Companies; (ii) The execution and delivery create any Lien (other than Permitted Liens) upon any of this Agreement and the LLC Ancillary Agreements by LLC does not, and properties or assets of such Seller or the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: Subject Companies; (Aiii) conflict with or violate result in a breach of, or constitute a default under, or, other than as provided in Section 3.2(b) of the Certificate Sellers Disclosure Letter, result in the acceleration of Formation any obligation or LLC Agreement loss of LLCany benefits under, as applicableany Company Contract, Company Permit or other instrument to which such Seller or any of the Subject Companies is a party or by which any of its property or asset are bound; or (Biv) subject to compliance with (A) the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to LLC or by which LLC of its properties are bound; except, in the case of clause Antitrust Laws and (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation ) receipt of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrationsdeclarations, declarations filings and filings as may be required under applicable federal and state securities laws and the HSR Act; and (iinotices referred to in Section 3.2(b) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto Sellers Disclosure Letter, contravene any Law or any Order applicable to consummate the transactions contemplated hereby and such Seller, any Subject Company or by the Ancillary Agreementswhich any properties or assets of such Seller or any Subject Company are bound.
Appears in 1 contract
Authorization; Non-Contravention. (ia) Each Seller Purchaser has full the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and each Seller Ancillary Agreement all other instruments and agreements to which it is a party be delivered by Purchaser as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement, the Escrow Agreement and each Seller Ancillary Agreement all other instruments and agreements to be delivered by Purchaser as contemplated hereby and thereby, the consummation by Sellers Purchaser of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been duly authorized and approved by the board of directors of Purchaser. This Agreement and the Escrow Agreement has been, and all necessary corporate action on other instruments and agreements to be executed and delivered by Purchaser as contemplated hereby and thereby will be, duly executed and delivered by Purchaser. Assuming that this Agreement and the part Escrow Agreement constitute legal, valid and binding obligations of Sellers and each Seller other Person (other than Purchaser) party thereto, this Agreement and no the Escrow Agreement constitute legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other corporate action on similar Laws affecting the part enforcement of any Seller is necessary creditors’ rights generally. Assuming that all other instruments and agreements to authorize be delivered by Purchaser as contemplated hereby and thereby constitute legal, valid and binding obligations of Sellers and each other Person (other than Purchaser) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally.
(b) The execution and delivery of this Agreement and the Seller Ancillary Agreements all other instruments and agreements to be delivered by Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby. This Agreementthereby will not, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(i) The execution and delivery conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Purchaser, as amended to the date of this Agreement and the Seller Ancillary Agreements by each Seller does not, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: Agreement; (Aii) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of of, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which Purchaser is a Lien on party or by which Purchaser or any of its properties or assets is bound; or (iii) subject to (A) the Registrar Assets except, in the case of clauses applicable Antitrust Laws and (B) and (C), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation approval of the transactions contemplated hereby board of directors of Purchaser, contravene any Law or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements or other Registrar Assets that are required to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
(ii) The execution and delivery of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree Order applicable to LLC Purchaser or by which LLC any of its properties or assets are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the HSR Act; and (ii) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby and by the Ancillary Agreements.
Appears in 1 contract
Authorization; Non-Contravention. (ia) Each Seller has full corporate the requisite limited liability company power and authority and has taken all limited liability and other action necessary to execute and deliver this Agreement Agreement, the Undertaking and each all other instruments and agreements to be delivered by Seller Ancillary Agreement as contemplated hereby and thereby, to which it is a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement Agreement, the Undertaking and each all other instruments and agreements to be delivered by Seller Ancillary Agreement as contemplated hereby and thereby, the consummation by Sellers Seller of the transactions contemplated hereby and thereby thereunder and the performance of its obligations hereunder and thereunder have been duly authorized and approved by all necessary corporate action on limited liability company or other action. This Agreement and the part Undertaking have been, and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby will be, duly executed and delivered by Seller. Assuming that this Agreement and the Undertaking constitute valid and binding obligations of Purchaser, this Agreement and the Undertaking constitute valid and binding obligations of Seller enforceable against Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Seller as contemplated hereby constitute valid and binding obligations of Purchaser and each other Person (other than Seller and no its Subsidiaries) party thereto, such instruments and agreements will constitute valid and binding obligations of Seller enforceable against Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other corporate action on similar Laws affecting the part enforcement of any Seller is necessary to authorize the creditors’ rights generally and by general equitable principles.
(b) The execution and delivery of this Agreement Agreement, the Undertaking, and the all other instruments and agreements to be delivered by Seller Ancillary Agreements as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, thereby will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
not (i) The execution and delivery conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Seller, the Company or any of its Subsidiaries, in each case as amended to the date of this Agreement and the Seller Ancillary Agreements by each Seller does notAgreement, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: (Aii) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any a breach of of, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation acceleration of a Lien on any obligation or loss of any benefits under, any material Contract or other instrument to which Seller, the Company or any of the Registrar Assets except, in the case of clauses (B) and (C), for such conflicts, violations, breaches, defaults, or rights which would not have its Subsidiaries is a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements or other Registrar Assets that are required to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
(ii) The execution and delivery of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to LLC party or by which LLC any of their respective properties or assets are bound or under any material Contract, or (iii) contravene any Law or any Order applicable to Seller, the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the HSR Act; and (ii) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby and by the Ancillary Agreements.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Dynegy Holdings, LLC)
Authorization; Non-Contravention. (ia) Each Such Seller has full corporate the requisite power and authority to execute and deliver this Agreement and each Seller Ancillary Agreement the Transaction Documents to which it is a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, as applicable. The execution, delivery and performance by each such Seller of this Agreement and each Seller Ancillary Agreement the Transaction Documents to which it is a party, and the consummation by Sellers of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each Seller and no other corporate action on the part of any Seller is necessary to authorize the execution and delivery of this Agreement and the Seller Ancillary Agreements and the consummation it of the transactions contemplated hereby and thereby, as applicable, have been duly authorized and approved by such Seller and no other corporate or other action on the part of such Seller is necessary to authorize the execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation by such Seller of the transactions contemplated hereby and thereby, as applicable. This AgreementAgreement and, when executed and delivered, the Transaction Documents to which such Seller is a party, have been, or will have been, as the case may be, duly executed and delivered by such Seller and, assuming that this Agreement and the due authorization, execution and delivery by Buyer, constitutes Transaction Documents to which such Seller is a party constitute a valid and binding obligation of each the other parties thereto, constitute a valid and binding obligation of such Seller enforceable against it such Seller in accordance with its their respective terms, except to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general principles equitable principles.
(b) The execution and delivery and performance by such Seller of equity. The Seller Ancillary Agreementsthis Agreement and, when executed and delivered at delivered, the Closing, will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement Transaction Documents to which it is a party and to consummate party, as applicable, do not or, as the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability case may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closingbe, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
not (i) The execution and delivery of this Agreement and the Seller Ancillary Agreements by each Seller does not, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: (A) conflict with or violate any of the VeriSign Charter Documents provi- sions of the charter or the Subsidiary Charter Documentsby-laws or other equivalent charter documents, as applicable; , of such Seller, (Bii) subject to compliance the consents referred to in Section 3.3, conflict with the requirements or result in a breach of, or default under, any Contract set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable 4.8 of the Sellers’ Disclosure Letter to Sellers which such Seller is a party or by which Sellers such Seller or any of their its respective properties assets are bound; bound or subject or (Ciii) result subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.3, contravene any breach of Law or constitute a default underany Order, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation of a Lien on any of the Registrar Assets exceptother than, in the case of clauses (Bii) and (C)iii) above, for such conflicts, violations, breaches, defaultsdefaults or contraventions which, either individually or rights which would in the aggregate, do not have a Material Adverse Effect on such Seller or the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements or other Registrar Assets that are required to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
(ii) The execution and delivery of this Agreement EDP Companies and the LLC Ancillary Agreements by LLC does notEDP Asia Business, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, taken as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to LLC or by which LLC of its properties are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreementswhole.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the HSR Act; and (ii) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby and by the Ancillary Agreements.
Appears in 1 contract
Authorization; Non-Contravention. (ia) Each Seller The Purchaser and the Joint Obligor each has full the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement and each Seller Ancillary Agreement all other instruments and agreements to which it is a party be delivered by the Purchaser and the Joint Obligor as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller the Purchaser and the Joint Obligor of this Agreement and each Seller Ancillary Agreement all other instruments and agreements to be delivered by Purchaser or the Joint Obligor as contemplated hereby and thereby, the consummation by Sellers them of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been duly authorized and approved by the board of directors of the Purchaser and the Joint Obligor. This Agreement has been, and all necessary corporate action on other instruments and agreements to be executed and delivered by Purchaser or the part Joint Obligor as contemplated hereby and thereby will be, duly executed and delivered by the Purchaser and the Joint Obligor. Assuming that this Agreement constitutes legal, valid and binding obligations of each Seller and no each other corporate action on Person (other than Purchaser and the part Joint Obligor) party thereto, this Agreement constitutes legal, valid and binding obligations of any the Purchaser and the Joint Obligor, enforceable against the Purchaser and the Joint Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally. Assuming that all other instruments and agreements to be delivered by Purchaser or the Joint Obligor as contemplated hereby and thereby constitute legal, valid and binding obligations of Seller is necessary to authorize and each other Person (other than Purchaser and the Joint Obligor) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of Purchaser and the Joint Obligor enforceable against Purchaser and the Joint Obligor in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally.
(b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by Purchaser or the Seller Ancillary Agreements Joint Obligor as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, thereby will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
not (i) The execution and delivery conflict with any of the provisions of the articles of incorporation or by-laws of the Purchaser or the Joint Obligor, as amended to the date of this Agreement and the Seller Ancillary Agreements by each Seller does not, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: Agreement; (Aii) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of of, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which the Purchaser is a party or by which the Purchaser or the Joint Obligor or any of its respective properties or assets is bound; or (iii) require any additional approval of the board of directors of the Purchaser or the Joint Obligor nor the approval of any shareholders meeting or other corporate body of the Purchaser or the Joint Obligor, or contravene any Law or any Order applicable to Purchaser or the Joint Obligor or by which any of its properties or assets are bound, (iv) create any Lien on upon any of the Registrar Assets except, in the case properties or assets of clauses (B) and (C), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements or other Registrar Assets that are required to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
(ii) The execution and delivery of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to LLC or by which LLC of its properties are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement Purchaser or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the HSR Act; and (ii) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby and by the Ancillary AgreementsTarget Companies.
Appears in 1 contract
Samples: Stock Purchase and Subscription Agreement (Live Nation Entertainment, Inc.)
Authorization; Non-Contravention. (ia) Each Seller has full corporate power and authority to execute and deliver this Agreement and each Seller Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and each Seller Ancillary Agreement and the consummation by Sellers all of the transactions other agreements and instruments contemplated hereby and thereby to which the Company is party have been duly authorized by all necessary corporate action the unanimous written consent of the Shareholders and the Board of Directors of the Company, and no other act or proceeding on the part of each Seller and no other corporate action on the part of Company or any Seller Shareholder is necessary to authorize the execution and delivery of this Agreement and the Seller Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and or performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(i) The execution and delivery of this Agreement and the Seller Ancillary Agreements by each Seller does not, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: (A) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation of a Lien on any of the Registrar Assets except, in the case of clauses (B) and (C), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements or other Registrar Assets that are required to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
(ii) The execution and delivery of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to LLC or by which LLC of its properties are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. No shareholder has exercised or preserved the right to exercise appraisal or dissenter’s rights under Section 351.455 of the Missouri Act with respect to the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which a Shareholder is a party, including without limitation the Stockholders’ Agreement, the Non-Competition Agreements, and the Shareholder’s Certifications, when executed and delivered by such Shareholder, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Shareholder, enforceable in accordance with its respective terms, except for: to the extent that such validity, binding effect and enforceability may be subject to or limited by (i) such consentsbankruptcy, approvalsinsolvency, ordersreorganization, authorizationsarrangement, registrationsmoratorium, declarations and filings as may be required under applicable federal and state securities fraudulent conveyance or other similar laws and now or hereafter in effect relating to or affecting the HSR Act; rights of creditors generally, and (ii) such general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
(b) Neither the Company nor any Shareholder is party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect than this Agreement.
(c) Except as set forth on the Registrar Business attached Restrictions Schedule, the execution and would not have a material adverse effect on delivery by the ability Company of this Agreement and the execution and delivery by the Company and the Shareholders of all of the parties hereto to consummate the transactions other agreements and instruments contemplated hereby to which any such Person is a party and the fulfillment of and compliance with the respective terms hereof and thereof by such Person do not and shall not (i) conflict with or result in a breach of the Ancillary Agreementsterms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to, (I) the Company’s constituent documents, or (II) any law, statute, rule or regulation to which the Company or a Shareholder is subject, or (III) any order, judgment or decree, or (IV) any Material Contract or material license or permit to which the Company or a Shareholder is party or by which any such Person is bound.
Appears in 1 contract
Authorization; Non-Contravention. (ia) Each Such Seller has full corporate the requisite power and authority and has taken all action necessary to execute and deliver this Agreement, the Escrow Agreement and each all other instruments and agreements to be delivered by such Seller Ancillary Agreement as contemplated hereby and thereby, to which it is a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each such Seller of this Agreement, the Escrow Agreement and each all other instruments and agreements to be delivered by such Seller Ancillary Agreement as contemplated hereby and thereby, the consummation by Sellers such Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved. This Agreement and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by all necessary corporate action on such Seller as contemplated hereby and thereby will be, duly executed and delivered by such Seller. Assuming that this Agreement and the part Escrow Agreement constitute legal, valid and binding obligations of each other party hereto, this Agreement and the Escrow Agreement constitute legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally. Assuming that all other instruments and no agreements to be delivered by such Seller as contemplated hereby and thereby constitute legal, valid and binding obligations of each other corporate action on party hereto, such instruments and agreements will constitute legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the part enforcement of any Seller is necessary to authorize the creditors’ rights generally.
(b) The execution and delivery of this Agreement and the all other instruments and agreements to be delivered by such Seller Ancillary Agreements as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, thereby will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(i) The execution and delivery of this Agreement and the Seller Ancillary Agreements by each Seller does not, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: (A) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation of a Lien on any of the Registrar Assets except, in the case of clauses (Bii)-(iv) and (C)below, for such conflicts, violations, breaches, defaults, or rights which to the extent that would not have a Material Adverse Effect on be material to the Registrar Business and would not prevent the consummation Subject Companies (i) conflict with any of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) provisions of the Disclosure Letter lists all consentsarticles of incorporation, waivers and approvals under any Assigned Agreements bylaws, trust agreement or other Registrar Assets that are required to be obtained in connection with the consummation equivalent charter documents of such Seller or any of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
Subject Companies; (ii) The execution and delivery create any Lien (other than Permitted Liens) upon any of this Agreement and the LLC Ancillary Agreements by LLC does not, and properties or assets of such Seller or the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: Subject Companies; (Aiii) conflict with or violate result in a breach of, or constitute a default under, or, other than as provided in Section 3.2(b) of the Certificate Sellers Disclosure Letter, result in the acceleration of Formation any obligation or LLC Agreement loss of LLCany benefits under, as applicableany Company Contract, Company Permit or other instrument to which such Seller or any of the Subject Companies is a party or by which any of its property or asset are bound; or (Biv) subject to compliance with (A) the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to LLC or by which LLC of its properties are bound; except, in the case of clause Antitrust Laws and (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation ) receipt of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrationsdeclarations, declarations filings and filings as may be required under applicable federal and state securities laws and the HSR Act; and (iinotices referred to in Section 3.2(b) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto Sellers Disclosure Letter, contravene any Law or any Order applicable to consummate the transactions contemplated hereby and such Seller, any Subject Company or by the Ancillary Agreementswhich any properties or assets of such Seller or any Subject Company are bound.
Appears in 1 contract
Authorization; Non-Contravention. (ia) Each Seller Purchaser has full the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement Agreement, the Undertaking and each Seller Ancillary Agreement all other instruments and agreements to which it is a party be delivered by Purchaser as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement Agreement, the Undertaking and each Seller Ancillary Agreement all other instruments and agreements to be delivered by Purchaser as contemplated hereby and thereby, the consummation by Sellers Purchaser of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been duly authorized and approved by the board of directors of Purchaser. This Agreement and the Undertaking have been, and all necessary corporate action on other instruments and agreements to be executed and delivered by Purchaser as contemplated hereby and thereby will be, duly executed and delivered by Purchaser. Assuming that this Agreement and the part Undertaking constitute valid and binding obligations of each Seller, this Agreement and the Undertaking constitute valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Purchaser as contemplated hereby constitute valid and binding obligations of Seller and no each other corporate action on Person (other than Purchaser) party thereto, such instruments and agreements will constitute valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the part enforcement of any Seller is necessary to authorize the creditors’ rights generally and by general equitable principles.
(b) The execution and delivery of this Agreement Agreement, the Undertaking, and the Seller Ancillary Agreements all other instruments and agreements to be delivered by Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby. This Agreementthereby will not, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(i) The execution and delivery conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Purchaser, as amended to the date of this Agreement and the Seller Ancillary Agreements by each Seller does notAgreement, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: (Aii) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of of, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation acceleration of a Lien on any obligation or loss of the Registrar Assets exceptany benefits under, in the case of clauses (B) and (C), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements material Contract or other Registrar Assets that are required instrument to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in which Purchaser is a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
(ii) The execution and delivery of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to LLC party or by which LLC Purchaser or any of its properties or assets are bound or (iii) contravene any Law or any Order applicable to Purchaser or by which any of its properties or assets are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the HSR Act; and (ii) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby and by the Ancillary Agreements.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Dynegy Holdings, LLC)
Authorization; Non-Contravention. (ia) Each Seller Beneficiary has full corporate the requisite limited liability company power and authority and has taken all limited liability company and other action necessary to execute and deliver this Agreement and each Seller Ancillary Agreement all other instruments and agreements to which it is a party be delivered by Beneficiary as contemplated hereby, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller Beneficiary of this Agreement and each Seller Ancillary Agreement all other instruments and agreements to be delivered by Beneficiary as contemplated hereby, the consummation by Sellers Beneficiary of the transactions contemplated hereby and thereby the performance of its obligations hereunder have been duly authorized and approved by all necessary corporate action on limited liability company or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by Beneficiary as contemplated hereby will be, duly executed and delivered by Beneficiary. Assuming that this Agreement constitutes valid and binding obligations of Obligor, this Agreement constitutes the part valid and binding obligation of Beneficiary enforceable against Beneficiary in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Beneficiary as contemplated hereby constitute valid and binding obligations of Obligor and each Seller other Person (other than Beneficiary and no its Subsidiaries) party thereto, such instruments and agreements will constitute valid and binding obligations of Beneficiary enforceable against Beneficiary in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other corporate action on similar Laws affecting the part enforcement of any Seller is necessary to authorize the creditors’ rights generally and by general equitable principles.
(b) The execution and delivery of this Agreement Agreement, and the Seller Ancillary Agreements all other instruments and agreements to be delivered by Beneficiary as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby. This Agreementthereby will not, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(i) The execution and delivery conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Beneficiary as amended to the date of this Agreement and the Seller Ancillary Agreements by each Seller does notAgreement, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: (Aii) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of of, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation acceleration of a Lien on any obligation or loss of the Registrar Assets exceptany benefits under, in the case of clauses (B) and (C), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements material Contract or other Registrar Assets that are required instrument to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in which Obligor is a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
(ii) The execution and delivery of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to LLC party or by which LLC Beneficiary or any of its properties or assets are bound or (iii) contravene any Law or any Order applicable to Beneficiary or by which any of its properties or assets are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the HSR Act; and (ii) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby and by the Ancillary Agreements.
Appears in 1 contract
Authorization; Non-Contravention. (ia) Each Shareholder and Seller has full corporate the requisite power and authority and has taken all action necessary to execute and deliver this Agreement, the Escrow Agreement and each all other instruments and agreements to be delivered by such Shareholder and Seller Ancillary Agreement as contemplated hereby and thereby, to which it is a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Shareholder and Seller of this Agreement, the Escrow Agreement and each all other instruments and agreements to be delivered by such Shareholder and Seller Ancillary Agreement as contemplated hereby and thereby, the consummation by Sellers such Shareholder and Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved. This Agreement and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by all necessary corporate action on each Shareholder and Seller as contemplated hereby and thereby will be, duly executed and delivered by such Shareholder and Seller. Assuming that this Agreement and the part Escrow Agreement constitute legal, valid and binding obligations of each other party hereto, this Agreement and the Escrow Agreement constitute legal, valid and binding obligations of each Shareholder and Seller enforceable against such Shareholder and no Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other corporate action on similar Laws affecting the part enforcement of any creditors’ rights generally. Assuming that all other instruments and agreements to be delivered by each Shareholder and Seller is necessary to authorize as contemplated hereby and thereby constitute legal, valid and binding obligations of each other party hereto, such instruments and agreements will constitute legal, valid and binding obligations of such Shareholder and Seller enforceable against such Shareholder and Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally.
(b) The execution and delivery of this Agreement and the all other instruments and agreements to be delivered by each Shareholder and Seller Ancillary Agreements as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, thereby will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(i) The execution and delivery of this Agreement and the Seller Ancillary Agreements by each Seller does not, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: (A) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation of a Lien on any of the Registrar Assets except, in the case of clauses (Bii)-(iv) and (C)below, for such conflicts, violations, breaches, defaults, or rights which to the extent that would not have a Material Adverse Effect on be material to the Registrar Business and would not prevent the consummation Subject Companies (i) conflict with any of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) provisions of the Disclosure Letter lists all consentsarticles of incorporation, waivers and approvals under any Assigned Agreements bylaws, trust agreement or other Registrar Assets that are required to be obtained in connection with equivalent charter documents of such Shareholder, the consummation Seller or any of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
Subject Companies; (ii) The execution and delivery create any Lien (other than Permitted Liens) upon any of this Agreement and the LLC Ancillary Agreements by LLC does notproperties or assets of such Shareholder, and the performance of this Agreement and Seller or the LLC Ancillary Agreements by LLC will not: Subject Companies; (Aiii) conflict with or violate result in a breach of, or constitute a default under, or, other than as provided in Section 3.2(b) of the Certificate Seller’s Disclosure Letter, result in the acceleration of Formation any obligation or LLC Agreement loss of LLCany benefits under, as applicableany Company Contract, Company Permit or other instrument to which such Shareholder, the Seller or any of the Subject Companies is a party or by which any of its property or assets are bound; or (Biv) subject to compliance with (A) the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to LLC or by which LLC of its properties are bound; except, in the case of clause Antitrust Laws and (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation ) receipt of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrationsdeclarations, declarations filings and filings as may be required under applicable federal and state securities laws and the HSR Act; and (iinotices referred to in Section 3.2(b) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto Seller’s Disclosure Letter, contravene any Law or any Order applicable to consummate such Shareholder, the transactions contemplated hereby and Seller, any Subject Company or by which any properties or assets of such Shareholder, the Ancillary AgreementsSeller or any Subject Company are bound.
Appears in 1 contract
Authorization; Non-Contravention. (ia) Each Seller of PLC, Parent and Merger Sub has full the requisite corporate or other power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement and each Seller Ancillary Agreement Agreement, to which it is a party perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of this Agreement by PLC, Parent and each Seller Ancillary Agreement and Merger Sub, the consummation by Sellers PLC, Parent and Xxxxxx Sub of the transactions contemplated hereby and thereby the performance by PLC, Parent and Merger Sub of its obligations hereunder have been duly authorized and approved by all necessary each of Parent’s and Xxxxxx Sub’s board of directors. No other corporate or other action on the part of each Seller and no other corporate action on the part of any Seller PLC, Parent or Merger Sub is necessary to authorize the execution execution, delivery and delivery performance of this Agreement and the Seller Ancillary Agreements by Parent and the consummation of the transactions contemplated hereby and therebyhereby. This AgreementAgreement has been duly executed and delivered by PLC, Parent and Merger Sub and, assuming that this Agreement constitutes a valid and binding obligation of the due authorization, execution Company and delivery by Buyerthe Shareholders’ Representative, constitutes a valid and binding obligation of each Seller PLC, Parent and Merger Sub, enforceable by and against it PLC, Parent and Merger Sub in accordance with its terms, except to the extent that its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally and subject to by general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equityequitable principles.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ib) The execution and delivery of this Agreement by PLC, Parent and the Seller Ancillary Agreements by each Seller Merger Sub does not, and the performance consummation of the transactions contemplated by this Agreement and the Seller Ancillary Agreements by each Seller will not: , (Ai) conflict with any of the provisions of the articles of incorporation or violate the VeriSign Charter Documents by-laws (or the Subsidiary Charter Documentsequivalent thereof) of PLC, Parent or Merger Sub, as applicable; amended to the date hereof, (Bii) subject to compliance with the requirements set forth consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.3(c)4.4, conflict with or violate result in a breach of or default under, any law, rule, regulation, order, judgment Contract or decree applicable other instrument to Sellers which is a party or by which Sellers PLC, Parent or Merger Sub or any of their respective properties are bound; assets is bound or subject or (Ciii) result subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.4, contravene any breach of domestic or constitute a default underforeign Law or any Order currently in effect, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation of a Lien on any of the Registrar Assets exceptwhich, in the case of clauses (Bii) and (C)iii) above, for such conflictswould be reasonably likely to have, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements or other Registrar Assets that are required to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtainedaggregate, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
(ii) The execution and delivery of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to LLC or by which LLC of its properties are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the HSR Act; and (ii) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto PLC, Parent and/or Merger Sub to consummate the transactions contemplated hereby and by the Ancillary Agreementsthis Agreement.
Appears in 1 contract
Samples: Merger Agreement (Endava PLC)
Authorization; Non-Contravention. (ia) Each Seller Purchaser has full the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by each Seller Ancillary Agreement Purchaser as contemplated hereby and thereby, to which it is a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement, the Escrow Agreement and each Seller Ancillary Agreement all other instruments and agreements to be delivered by Purchasers as contemplated hereby and thereby, the consummation by Sellers them of the transactions contemplated hereby and thereby and the performance of their obligations hereunder and thereunder have been duly authorized and approved by all necessary corporate action on the part board of directors of each Seller Purchaser. This Agreement and no the Escrow Agreement have been, and all other corporate action on instruments and agreements to be executed and delivered by Purchasers as contemplated hereby and thereby will be, duly executed and delivered by each Purchaser. Assuming that this Agreement and the part Escrow Agreement constitute legal, valid and binding obligations of any Seller is necessary Sellers and each other Person (other than Purchasers) party thereto, this Agreement and the Escrow Agreement constitute legal, valid and binding obligations of each Purchaser, enforceable against each Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally. Assuming that all other instruments and agreements to authorize be delivered by Purchasers as contemplated hereby and thereby constitute legal, valid and binding obligations of Sellers and each other Person (other than Purchasers) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of Purchaser enforceable against Purchasers in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally.
(b) The execution and delivery of this Agreement and the Seller Ancillary Agreements all other instruments and agreements to be delivered by Purchasers as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, thereby will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
not (i) The execution and delivery conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of each Purchaser, as amended to the date of this Agreement and the Seller Ancillary Agreements by each Seller does not, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: Agreement; (Aii) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of of, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which each Purchaser is a Lien on party or by which each Purchaser or any of its properties or assets is bound; or (iii) subject to (A) the Registrar Assets except, in the case of clauses applicable Antitrust Laws and (B) and (C), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation approval of the transactions contemplated hereby board of directors of each Purchaser, contravene any Law or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements or other Registrar Assets that are required to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
(ii) The execution and delivery of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree Order applicable to LLC Purchasers or by which LLC any of its their properties or assets are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the HSR Act; and (ii) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby and by the Ancillary Agreements.
Appears in 1 contract
Authorization; Non-Contravention. (ia) Each Seller Beneficiary has full corporate the requisite limited liability company power and authority and has taken all limited liability company and other action necessary to execute and deliver this Agreement and each Seller Ancillary Agreement all other instruments and agreements to which it is a party be delivered by Beneficiary as contemplated hereby, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller Beneficiary of this Agreement and each Seller Ancillary Agreement all other instruments and agreements to be delivered by Beneficiary as contemplated hereby, the consummation by Sellers Beneficiary of the transactions contemplated hereby and thereby the performance of its obligations hereunder have been duly authorized and approved by all necessary corporate action on limited liability company or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by Beneficiary as contemplated hereby will be, duly executed and delivered by Beneficiary. Assuming that this Agreement constitutes valid and binding obligations of Obligor, this Agreement constitutes the part valid and binding obligation of Beneficiary enforceable against Beneficiary in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Beneficiary as contemplated hereby constitute valid and binding obligations of Obligor and each Seller other Person (other than Beneficiary and no its Subsidiaries) party thereto, such instruments and agreements will constitute valid and binding obligations of Beneficiary enforceable against Beneficiary in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other corporate action on similar Laws affecting the part enforcement of any Seller is necessary to authorize the creditors’ rights generally and by general equitable principles.
(b) The execution and delivery of this Agreement Agreement, and the Seller Ancillary Agreements all other instruments and agreements to be delivered by Beneficiary as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby. This Agreementthereby will not, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(i) The execution and delivery conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Beneficiary, as amended to the date of this Agreement and the Seller Ancillary Agreements by each Seller does notAgreement, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: (Aii) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of of, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation acceleration of a Lien on any obligation or loss of the Registrar Assets exceptany benefits under, in the case of clauses (B) and (C), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements material Contract or other Registrar Assets that are required instrument to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in which Obligor is a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
(ii) The execution and delivery of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to LLC party or by which LLC Beneficiary or any of its properties or assets are bound or (iii) contravene any Law or any Order applicable to Beneficiary or by which any of its properties or assets are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the HSR Act; and (ii) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby and by the Ancillary Agreements.
Appears in 1 contract
Authorization; Non-Contravention. (ia) Each Seller of Xxxxxxx-Xxxxxxxx and Purchaser has full the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and each Seller Ancillary Agreement all other instruments and agreements to which it is a party be delivered by Xxxxxxx-Xxxxxxxx and Purchaser as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Xxxxxxx-Xxxxxxxx and Purchaser of this Agreement, the Escrow Agreement and each Seller Ancillary Agreement all other instruments and agreements to be delivered by Purchaser as contemplated hereby and thereby, the consummation by Sellers them of the transactions contemplated hereby and thereby and the performance of their obligations hereunder and thereunder have been duly authorized and approved by the board of directors of Xxxxxxx-Xxxxxxxx and Purchaser. This Agreement and the Escrow Agreement have been, and all necessary corporate action on other instruments and agreements to be executed and delivered by Purchaser as contemplated hereby and thereby will be, duly executed and delivered by Xxxxxxx-Xxxxxxxx and Purchaser. Assuming that this Agreement and the part Escrow Agreement constitute legal, valid and binding obligations of each Shareholder, the Seller and no each other corporate action on Person (other than Xxxxxxx-Xxxxxxxx and Purchaser) party thereto, this Agreement and the part Escrow Agreement constitute legal, valid and binding obligations of any Xxxxxxx-Xxxxxxxx and Purchaser, enforceable against Xxxxxxx-Xxxxxxxx and Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally. Assuming that all other instruments and agreements to be delivered by Purchaser as contemplated hereby and thereby constitute legal, valid and binding obligations of the Shareholders, the Seller is necessary to authorize and each other Person (other than Xxxxxxx-Xxxxxxxx and Purchaser) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of Xxxxxxx-Xxxxxxxx and Purchaser enforceable against Xxxxxxx-Xxxxxxxx and Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally.
(b) The execution and delivery of this Agreement and the Seller Ancillary Agreements all other instruments and agreements to be delivered by Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, thereby will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
not (i) The execution and delivery conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Xxxxxxx-Xxxxxxxx or Purchaser, as amended to the date of this Agreement and the Seller Ancillary Agreements by each Seller does not, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: Agreement; (Aii) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of of, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which Xxxxxxx-Xxxxxxxx or Purchaser is a Lien on party or by which Xxxxxxx-Xxxxxxxx or Purchaser or any of its properties or assets is bound; or (iii) subject to (A) the Registrar Assets except, in the case of clauses applicable Antitrust Laws and (B) and (C), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation approval of the transactions contemplated hereby board of directors of Xxxxxxx-Xxxxxxxx and Purchaser, contravene any Law or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements or other Registrar Assets that are required to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
(ii) The execution and delivery of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree Order applicable to LLC Xxxxxxx-Xxxxxxxx and Purchaser or by which LLC any of its their properties or assets are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the HSR Act; and (ii) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby and by the Ancillary Agreements.
Appears in 1 contract
Authorization; Non-Contravention. (ia) Each Seller Purchaser has full the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by each Seller Ancillary Agreement Purchaser as contemplated hereby and thereby, to which it is a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement, the Escrow Agreement and each Seller Ancillary Agreement all other instruments and agreements to be delivered by Purchasers as contemplated hereby and thereby, the consummation by Sellers them of the transactions contemplated hereby and thereby and the performance of their obligations hereunder and thereunder have been duly authorized and approved by all necessary corporate action on the part board of directors of each Seller Purchaser. This Agreement and no the Escrow Agreement have been, and all other corporate action on instruments and agreements to be executed and delivered by Purchasers as contemplated hereby and thereby will be, duly executed and delivered by each Purchaser. Assuming that this Agreement and the part Escrow Agreement constitute legal, valid and binding obligations of any Seller is necessary Sellers and each other Person (other than Purchasers) party thereto, this Agreement and the Escrow Agreement constitute legal, valid and binding obligations of each Purchaser, enforceable against each Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights generally. Assuming that all other instruments and agreements to authorize be delivered by Purchasers as contemplated hereby and thereby constitute legal, valid and binding obligations of Sellers and each other Person (other than Purchasers) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of Purchaser enforceable against Purchasers in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights generally.
(b) The execution and delivery of this Agreement and the Seller Ancillary Agreements all other instruments and agreements to be delivered by Purchasers as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, thereby will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
not (i) The execution and delivery conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of each Purchaser, as amended to the date of this Agreement and the Seller Ancillary Agreements by each Seller does not, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: Agreement; (Aii) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of of, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the creation acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which each Purchaser is a Lien on party or by which each Purchaser or any of its properties or assets is bound; or (iii) subject to (A) the Registrar Assets except, in the case of clauses applicable Antitrust Laws and (B) and (C), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation approval of the transactions contemplated hereby board of directors of each Purchaser, contravene any Law or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements or other Registrar Assets that are required to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business.
(ii) The execution and delivery of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree Order applicable to LLC Purchasers or by which LLC any of its their properties or assets are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the HSR Act; and (ii) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby and by the Ancillary Agreements.
Appears in 1 contract
