Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger). This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and MergerCo, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with or result in a breach of, or default under, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective assets are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereof.
Appears in 2 contracts
Samples: Merger Agreement (Ipayment Inc), Agreement and Plan of Merger (Ipayment Inc)
Authorization; Noncontravention. (a) The Company has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, Transactions have been duly authorized and approved by the Board, and no other corporate all required action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)Company. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement and constitutes a valid and binding obligation of Parent and MergerColegal, constitutes a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except subject to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Bankruptcy and Equity Exception.
(b) Neither the enforcement of creditors’ rights generally and by general equitable principles. The execution and delivery of this Agreement do not, by the Company or the Shareholders nor the consummation by the Shareholders and the consummation Company of the transactions contemplated Transactions, nor compliance by this Agreement will not, (a) conflict the Shareholders and the Company with any of the terms or provisions of the certificate of incorporation or by-laws or other equivalent charter documentshereof, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, will (bi) conflict with or result in a breach ofviolate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company or, or default underto the Knowledge of the Company, any Contract Joint Venture, (ii) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to which the Company or Company, any of its Subsidiaries is or, to the Knowledge of the Company, any Joint Venture (iii) violate or (with or without notice or lapse of time or both) constitute a party default (or by give rise to any right of termination, cancellation or acceleration, or loss of any material benefit) under any of the terms, conditions or provisions of any Contract to which the Company, any of its Subsidiaries or or, to the Knowledge of the Company, any of their respective assets are bound or subject Joint Venture is a party, or (civ) subject to result in the consentsimposition of a Lien on any assets of the Company or its Subsidiaries, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, except in the case of clauses (bii), (iii) and (c) aboveiv), for such violations, defaults, or Liens as would not reasonably be expected to constituteexpected, individually or in the aggregate, to have a Company Material Adverse Effect.
(c) The Company has delivered to the Purchaser correct and complete copies of (i) the Certificate Amendment, provided, however, that for purposes certified by the Secretary of State of the foregoingState of Delaware, (ii) the definition approvals of “Company Material Adverse Effect” shall be deemed not to include clause such Certificate Amendment by the Board of Directors and the stockholders of the Company, certified by the Secretary of the Company, and (b)(iiiiii) thereofthe approval of the Transactions by the Special Committee and the Board of Directors, certified by the Secretary of the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Amr Corp), Stock Purchase Agreement (American Airlines Inc)
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it all of the transactions other agreements and instruments contemplated hereby, hereby to which Seller is a party have been duly authorized and approved by the BoardSeller, and no other corporate action act or other proceeding on the part of the Company Seller or its board of directors or stockholders is necessary to authorize the execution, delivery and or performance of this Agreement by or the Company other agreements contemplated hereby and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by each of the Company and, assuming that this Agreement Seller Parties and constitutes a valid and binding obligation of Parent each of the Seller Parties, enforceable in accordance with its terms, and MergerCoeach of the other agreements and instruments contemplated hereby to which any Seller Party is a party, constitutes when executed and delivered by such Party, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of the Company such Person, enforceable against the Company in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The execution and delivery by the Seller Parties of this Agreement do not, and all of the other agreements and instruments contemplated hereby to which any Seller Party is a party and the consummation fulfillment of and compliance with the transactions contemplated respective terms hereof and thereof by this Agreement will not, the Seller Parties do not and shall not (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon any Seller Party's capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any Contract to which the Company third party or any of its Subsidiaries is a party court or by which the Companyadministrative or governmental body or agency pursuant to, any of its Subsidiaries Seller Party's charter documents, bylaws or other constituent documents, or any of their respective assets are bound or subject or (c) subject to the consentslaw, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign lawstatute, rule or regulation to which Seller or any Seller Party is subject, or any agreement, instrument, license, permit, order, writ, judgment, injunction, decree, determination judgment or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected decree to constitute, individually which any Seller or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes Party is subject. None of the foregoingSeller Parties is a party to or bound by any written or oral agreement or understanding with respect to a Seller Transaction other than this Agreement, the definition of “Company Material Adverse Effect” shall be deemed not to include clause and each such Person has terminated all discussions with third parties (b)(iiiother than with Buyer and its Affiliates) thereofregarding Seller Transactions.
Appears in 1 contract
Authorization; Noncontravention. The (a) Company has the requisite corporate power and authority to execute enter into and deliver to perform their respective obligations under this Agreement, the Transaction Documents and each of the agreements certificates and documents required to perform its obligations hereunder and, subject be delivered by the Company pursuant to the approval terms of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated herebythis Agreement. The execution, delivery and performance of this Agreement the Transaction Documents to which the Company is a party have been duly authorized by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other act (corporate action or otherwise) or other proceeding on the part of the Company is necessary to authorize the execution, delivery and or performance of this Agreement by the Company Transaction Documents and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and MergerCo, constitutes a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except and each of the other Transaction Documents to which the extent that its enforceability may be subject to applicable bankruptcyCompany is a party, insolvencywhen executed and delivered by the Company in accordance with the terms hereof and thereof, reorganizationand (assuming due authorization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The execution and delivery by the Purchaser Parties of this Agreement do notand each other Transaction Document to which a Purchaser Party is a party) shall each constitute a valid and binding obligation of the Company, enforceable in accordance with its respective terms. The Company has full power and authority to convey good and marketable title to all of the Acquired Assets to be sold by the Company hereunder, and upon transfer of such Acquired Asset to Pearsanta, and, Xxxxxxxxx will receive good and marketable title to the consummation Acquired Assets, free and clear of the transactions contemplated by this Agreement will not, all Encumbrances.
(ab) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, Except as applicable, set forth in Schedule 3.2(b) of the Company or any of its SubsidiariesDisclosure Schedule, in each case, as amended to the date execution and delivery by Company of this AgreementAgreement and all of the other Transaction Documents to which Company is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not (with or without the giving of notice, the lapse of time, or both) (bi) conflict with or result in a breach of the terms, 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 upon the Acquired Assets or the Business, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or default under(vi) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any Contract third party or any Governmental Authority pursuant to such Company’s Governing Documents, or any Law, statute, rule or regulation to which the Company is subject, or any of its Subsidiaries is a party Material Contract, permit, order, judgment or by decree to which the Company, any of its Subsidiaries or any of their respective assets Company is are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereofsubject.
Appears in 1 contract
Authorization; Noncontravention. The Company has the requisite corporate power and authority and has taken all actions necessary to execute and deliver this Agreement, and the Transaction Documents to which it is a party, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, and thereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated herebyhereby and thereby, have been duly authorized and approved by the Board, and no board of managers of the Company. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)hereby. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and MergerCothe other parties hereto, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company, any Company or Subsidiary or, to the Knowledge of the Company, any of its SubsidiariesMexico Subsidiary, in each case, as amended to the date of this Agreement, (b) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.4, conflict with or result in a breach of, or default under, or allow any Contract Person to which the Company exercise default remedies or any of its Subsidiaries is a party other negative or by which the Companyadverse rights under, any Material Contract (with or without notice or lapse of its Subsidiaries time, or any of their respective assets are bound or subject both) or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.44.4, contravene any domestic or foreign lawLaw, rule Permit or regulation or any order, writ, judgment, injunction, decree, determination or award Order currently in effect, which, in the case of clauses (b) and (c) above, would be reasonably be expected likely to constitutehave, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Globe Specialty Metals Inc)
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. (a) The execution, delivery and performance of this Agreement by the Company, and the consummation by it all of the transactions other agreements and instruments contemplated hereby, hereby to which each Company is a party are within such Company’s powers and have been duly authorized and approved by the Boardsuch Company, and no other corporate action act or other proceeding on the part of the such Company is or its boards of directors or other governing authority are necessary to authorize the execution, delivery and or performance of this Agreement by or the Company other agreements and instruments contemplated hereby and the consummation of the transactions contemplated hereby or thereby.
(other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger). b) This Agreement has been duly executed and delivered by the each Company and, assuming that this Agreement and constitutes a valid and binding obligation of Parent and MergerCosuch Company, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its as enforceability may be subject to limited or affected by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws Laws of general application relating to or affecting the enforcement rights of creditors’ rights generally creditors and except as enforceability may be limited by general rules of law governing specific performance, injunctive relief or other equitable principlesremedies. The Except for compliance with any applicable requirements of the HSR Act, the execution and delivery by each Company of this Agreement do not, and all of the other agreements and instruments contemplated hereby to which such Company is or will be a party and the consummation fulfillment of and compliance with the transactions contemplated respective terms hereof and thereof by this Agreement will not, such Company do not and shall not (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, (bi) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a violation or default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Encumbrance (other than Permitted Encumbrances) upon such Company’s Securities or property or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in the loss of any Contract benefit pursuant to 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 Governmental Authority pursuant to, such Company’s (1) organizational constituent documents, (2) any Law to which the such Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective assets are bound or subject or (c3) subject to the consentsany material agreement, approvalsinstrument, authorizationslicense, declarationspermit, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination judgment or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected decree to constitute, individually or in the aggregate, a which such Company Material Adverse Effect, provided, however, that for purposes of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereofis subject.
Appears in 1 contract
Authorization; Noncontravention. (a) The Company has the requisite corporate all necessary limited liability company power and authority to execute and deliver this AgreementAgreement and the Transaction Documents to which it is a party and, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement by and the CompanyTransaction Documents to which it is a party, and the consummation by it of the transactions contemplated herebyhereby and thereby, have been duly authorized and approved by the Board, and no other corporate all necessary limited liability company action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)Company. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid due authorization, execution and binding obligation of Parent and MergerCodelivery hereof by Chapeau, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except to the extent that its such enforceability (i) may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). The Transaction Documents to which the Company is a party will upon execution be duly executed and delivered by general equitable principles. the Company and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will upon execution constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party do not, and neither the consummation by the Company of the transactions contemplated by this Agreement will not, (a) conflict and the Transaction Documents to which it is a party nor the compliance by the Company with any of the terms or provisions hereof and thereof will, (i) conflict with or violate any provision of the certificate of incorporation formation or by-laws limited liability company agreement of the Company, or other equivalent charter documents, as applicable, of (ii) (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with properties or result in a breach ofassets, or (y) violate or constitute a default underunder any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries properties or any of their respective assets are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereofis bound.
Appears in 1 contract
Authorization; Noncontravention. (a) The Company has the requisite corporate all necessary limited liability company power and authority to execute and deliver this AgreementAgreement and the Transaction Documents to which it is a party and, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement by and the CompanyTransaction Documents to which it is a party, and the consummation by it of the transactions contemplated herebyhereby and thereby, have been duly authorized and approved by the Board, and no other corporate all necessary limited liability company action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)Company. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid due authorization, execution and binding obligation of Parent and MergerCodelivery hereof by Chapeau, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except to the extent that its such enforceability (i) may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). The Transaction Documents to which the Company is a party will upon execution be duly executed and delivered by general equitable principles. the Company and, assuming the due authorization, execution and delivery thereof by the other parties thereto, and will constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, subject to the Bankruptcy and Equity Exception.
(b) The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party do not, and neither the consummation by the Company of the transactions contemplated by this Agreement will not, (a) conflict and the Transaction Documents to which it is a party nor the compliance by the Company with any of the terms or provisions hereof and thereof will, (i) conflict with or violate any provision of the certificate of incorporation formation or by-laws limited liability company agreement of the Company, or other equivalent charter documents, as applicable, of (ii) (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with properties or result in a breach ofassets, or (y) violate or constitute a default underunder any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries properties or any of their respective assets are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereofis bound.
Appears in 1 contract
Samples: Turnkey Project Acquisition, Loan and Security Agreement (Chapeau Inc)
Authorization; Noncontravention. (a) The Company has the all requisite corporate power or equivalent organizational powers and authority to execute and deliver this Agreement and each other Transaction Document to be executed, subject to obtaining Company Shareholder Approval (which shall be obtained upon receipt of the written consent of the Carlyle Shareholder and the other shareholders who sign the Company Shareholder Approval immediately after the execution of this Agreement), and to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, and thereunder and to consummate the transactions Transactions contemplated herebyon its part hereby and thereby. The execution, delivery This Agreement and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other corporate action on the part of the Company is necessary each Transaction Document to authorize the execution, delivery and performance of this Agreement be executed by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger). This Agreement has been duly authorized, executed and delivered by the Company and, assuming that this Agreement constitutes a valid has been duly and binding obligation of validly authorized, executed and delivered by Parent and MergerCoMerger Sub, constitutes a valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except to the extent that its such enforceability may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws Laws affecting the enforcement of creditors’ rights generally and generally, by general equitable principles. The execution principles or by the discretion of any Governmental Authority before which any Action seeking enforcement may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b) Except as set forth in Section 3.3(b) of the Disclosure Schedules, the execution, delivery and delivery performance of this Agreement do notand the other Transaction Documents to be executed by the Company, and the consummation of the transactions contemplated hereby and thereby, and the fulfillment of and the performance by this Agreement the Company of its obligations hereunder and thereunder will notnot (i) violate any provision of the Company’s Organizational Documents, (aii) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with violate or result in a breach of, or constitute a default underor require a consent under or require the payment of a penalty or increased fees under or give rise to any right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit to which the Company or any of its Subsidiaries is or would be entitled under any provision of any Contract to which the Company or any of its Subsidiaries is a party or by which party, (iii) assuming compliance with the Company, any of its Subsidiaries or any of their respective assets are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices matters referred to in Section 3.4, contravene violate or result in a breach of any domestic Law or foreign law, rule or regulation Permit applicable to the Company or any orderof its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of the Company or any of its Subsidiaries, writexcept, judgmentwith respect to clauses (ii), injunction, decree, determination or award currently in effect, which, (iii) and (iv): (A) in the case of clauses (b) the Company, as would not reasonably be expected, individually or in the aggregate, to interfere with, prevent or materially delay the ability of the Company to enter into and perform their obligations under this Agreement or consummate the transactions contemplated by the Transaction Documents and (cB) above, otherwise has not had and would not reasonably be expected to constitutehave, individually or in the aggregate, a Company Material Adverse Effect. Notwithstanding anything to the contrary set forth in this Agreement, provided, however, that for purposes the representation and warranty set forth in Section 3.3(b)(ii) above shall not apply to the U.S. Share Transaction to the extent it otherwise would not have applied as a result of the foregoingMerger.
(c) The board of directors of the Company, at a meeting duly called and held, has (i) approved and declared advisable and fair this Agreement, the definition Merger Agreement and the Transactions, and (ii) resolved to recommend that the shareholders of “the Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereofadopt this Agreement and the Merger Agreement.
Appears in 1 contract
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, and (subject to the approval of the stockholders shareholders of the Company as required by the DGCL, NJBCA) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCLNJBCA, the adoption of this Agreement by the stockholders shareholders of the Company and the filing of appropriate merger documents with the Certificate Division of MergerRevenue of the Department of Treasury of the State of New Jersey). This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and MergerCoSub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate Certificate of incorporation Incorporation or byBy-laws or other equivalent charter documents, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with or result in a breach of, or default under, any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective assets are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitutehave, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereof.
Appears in 1 contract
Samples: Merger Agreement (Agl Resources Inc)
Authorization; Noncontravention. (a) The Company has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this AgreementAgreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and thereby, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other all necessary corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)action. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent the Purchaser and MergerCothe Sellers, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The execution .
(b) Except as set forth on Section 4.2(b) of the Company Disclosure Letter and except for the filing of a Notification and Report under the HSR Act and any similar filings in foreign jurisdictions, none of the execution, delivery or performance of this Agreement do notby the Company, and the consummation by the Company of the transactions contemplated hereby or compliance by this Agreement will not, (a) conflict the Company with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreementhereof will, (bi) conflict with or result in a any breach ofof any provision of the organizational documents of the Company, or default under, any Contract to which (ii) require the Company or any of its the Company Subsidiaries is to make any filing with, give any notice to, or obtain any permit, authorization, consent or approval of, any Governmental Entity, (iii) (A) require the Company or any Company Subsidiaries to give any notice to, or obtain any consent from, any Person under, or (B) result in a party violation or by which the Companybreach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, cancellation or acceleration) under, any of its Subsidiaries the terms, conditions or provisions of any Company Contract, or (iv) violate any Order or Law applicable to the Company or any Company Subsidiary or any of their respective assets are bound properties or subject or (c) subject to the consentsassets, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, except in the case of clauses (bii), (iii) and (civ) abovesuch filings, notices, permits, authorizations, consents, approvals, violations, breaches, defaults or rights of termination, cancellation or acceleration which, if not made or obtained, would not (A) materially delay consummation of the transactions contemplated hereby, (B) otherwise materially delay performance by the Company of its material obligations under this Agreement, or (C) be or reasonably be expected to constitutebe material to the Company or the Company Subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effect, provided, however, that for purposes of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereofwhole.
Appears in 1 contract
Samples: Stock Purchase Agreement (Total System Services Inc)
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. The execution, delivery and ------------------------------- performance of this Agreement, the Warrants, the Shareholders' Agreement, the Registration Agreement, the Merger Agreement, the Senior Loan Agreement, the Subordinated Loan Agreement by and all other agreements contemplated hereby or thereby to which the Company is a party, the filing of the Certificate of Designation and the amendment of the Company, and the consummation by it of the transactions contemplated hereby, 's Bylaws have been duly authorized and approved by the Board, and no other all necessary corporate action on the part of the Company is necessary to authorize the execution, delivery and performance each of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCLits Subsidiaries. This Agreement, the adoption Warrants, the Shareholders' Agreement, the Registration Agreement, the Merger Agreement, the Senior Loan Agreement, the Subordinated Loan Agreement, the Articles of this Agreement by the stockholders of the Company and the filing of Incorporation, the Certificate of Merger). This Agreement has been duly executed Designation and delivered by all other agreements contemplated hereby or thereby to which the Company and, assuming that this Agreement constitutes is a valid and binding obligation of Parent and MergerCo, party each constitutes a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except to the extent that its as such enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and by or general equitable principlesprinciples of equity. The Except as set forth on the attached "Restrictions Schedule," the execution and delivery of this Agreement do not, and by the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the --------------------- Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, the Warrants, the Shareholders' Agreement, the Registration Agreement, the Merger Agreement, the Senior Loan Agreement, the Subordinated Loan Agreement and all other agreements contemplated hereby or thereby to which the Company is a party, the offering, sale and issuance of the Stock and the Warrants hereunder, the issuance of the Common Stock upon exercise of the Warrants, the filing of the Certificate of Designation, the amendment of the Company's Bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (bi) conflict with or result in a breach of any of the terms, conditions or provisions of, or (ii) constitute a default under, (iii) result in the creation of any Contract Lien upon the Company's or any Subsidiary's capital stock or assets 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 by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the Certificate of Designation or the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule, regulation, order, writ, injunction or decree of any court or administrative or governmental body or agency to which the Company or any of its Subsidiaries is subject, or any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries them or any of their respective assets are bound or subject or properties is bound, except (cA) subject as contemplated by and pursuant to the consentsSenior Loan Agreement and the Subordinated Loan Agreement, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (bB) and which would not (c) above, would reasonably be expected to constitute, either individually or in the aggregate, ) have a Company Material Adverse Effect, provided, however, that for purposes Effect or (C) as set forth on the attached "Restrictions Schedule," all of which items listed on the foregoing, the definition of “Company Material Adverse Effect” Restrictions Schedule --------------------- --------------------- shall be deemed not duly waived or amended prior to include clause (b)(iii) thereofthe Closing hereunder so as to eliminate any such conflict, breach, violation, default or Lien.
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Krasovec Frank P)
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. (a) The execution, delivery and performance by the Company of this Agreement and all of the Related Agreements to which the Company is a party have been duly authorized by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other corporate action act or other proceeding on the part of the Company or its board of managers is necessary to authorize the execution, delivery and or performance by the Company of this Agreement by or the Company Related Agreements and the consummation of the transactions contemplated hereby or thereby.
(b) The execution, delivery and performance of all of the agreements and instruments contemplated hereby to which each of the Transferred Companies other thanthan the Company are a party have been duly authorized by such Transferred Company, in each caseand no other act or other proceeding on the part of such Transferred Company, its directors, officers, shareholders, unitholders members or its board of managers or other governing body, as required by applicable, is necessary to authorize the DGCLexecution, the adoption delivery or performance of this Agreement by or the stockholders Related Agreements and the consummation of the Company transactions contemplated hereby or thereby.
(c) This Agreement and the filing each of the Certificate of Merger). This Agreement Related Agreements to which the any Transferred Company is a party, has been duly executed and delivered by the such Transferred Company and, assuming that this Agreement and constitutes a valid and binding obligation of Parent and MergerCosuch Transferred Company, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its as enforceability may be subject to limited or affected by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws Laws of general application relating to or affecting the enforcement rights of creditors’ rights generally creditors and except as enforceability may be limited by general rules of Law governing specific performance, injunctive relief or other equitable principlesremedies. The Except as set forth on Schedule 5.3(c), the execution and delivery by any Transferred Company of this Agreement do not, and all of the Related Agreements to which such Transferred Company is or will be a party and the consummation fulfillment of and compliance with the transactions contemplated respective terms hereof and thereof by this Agreement will not, such Transferred Company do not and shall not (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Encumbrance upon the any Transferred Company’s capital stock, units or other securities or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) 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 Governmental Authority pursuant to any of the Transferred Companies’ respective charter documents, by-laws, memorandum of association, limited liability agreement or other constituent documents, as the case may be, or any Law to which the Transferred Companies, or any license, permit, order, judgment or decree to which the Transferred Companies is subject. No Transferred Company is a party to or bound by any written or oral agreement or understanding with respect to any proposal or offer from or agreement with any Person relating to any purchase of any assets or capital stock, interests or units of any Transferred Company (other than this Agreement or the purchase and sale of inventory and capital equipment in the Ordinary Course of Business) (a “Company Transaction”), and each such Person has terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding Company Transactions.
(d) Schedule 5.3(d) lists all the third party consents that are necessary (i) for the consummation of the transactions contemplated hereby or (ii) to prevent a breach of or default under, any Contract to which the Company or any of its Subsidiaries is a party termination, modification or by which the Companyacceleration of, any of its Subsidiaries instrument, contract, lease, license or any of their respective assets are bound other agreement required to be disclosed on Schedule 5.3(c), the Material Contracts List or subject or Schedule 6.3.
(ce) subject to the Schedule 5.3(e) lists all governmental and regulatory consents, approvals, authorizations, declarations, filings licenses and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in authorizations (i) that are necessary for the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes consummation of the foregoing, the definition of “Company Material Adverse Effect” shall transactions contemplated hereby or (ii) that are required to be deemed not to include clause (b)(iiidisclosed on Schedule 5.3(c) thereofor Schedule 6.3.
Appears in 1 contract
Samples: Purchase Agreement (Trimas Corp)
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement Agreement, the other Transaction Documents, and all of the other agreements and instruments contemplated hereby to which the Company is a party have been duly authorized by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other corporate action act or proceeding on the part of the Company or the Board is necessary to authorize the execution, delivery and or performance of this Agreement by Agreement, the Company other Transaction Documents, or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and MergerCo, constitutes a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except and each of the other Transaction Documents and other agreements and instruments contemplated hereby to which the extent that Company is a party, when executed and delivered by the Company, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of the Company, enforceable in accordance with its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlesrespective terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, the other Transaction Documents, and all of the other agreements and instruments contemplated hereby to which the Company is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and shall not (bi) conflict with or result in a breach of the terms, 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 upon the Company's or any of its Subsidiaries' capital stock or equity securities, as applicable, or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under (whether or not dependent upon additional criteria), (v) result in a violation of, or default under(vi) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any Contract third party or any court or administrative or governmental body or agency pursuant to the Company's or any of its Subsidiaries' charter documents, bylaws, operating agreement, including the Certificate of Incorporation, or other constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries is a party subject, or by any agreement, instrument, license, permit, order, judgment or decree to which the Company, any of its Subsidiaries or any of their respective assets are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereofis subject.
Appears in 1 contract
Authorization; Noncontravention. (a) The Company has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, and to consummate the transactions contemplated hereby. The execution, delivery Except for the approval and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company (which shall occur immediately after the execution and delivery of this Agreement), the consummation by the Company of the transactions contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of the Company. The Board has determined that the Merger is fair to, and in the best interests of the Stockholders, declared that the Merger is advisable and recommended the acceptance of the Merger and the filing adoption of this Agreement by the Certificate of Merger)Stockholders. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and MergerCoMerger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. .
(b) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (ai) conflict with any of the provisions of the Company’s certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of its the Company Subsidiaries, in each case, as amended to the date of this Agreement, (bii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, conflict with or with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any Contract to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which the Company, Company or any of its Subsidiaries Company Subsidiary is bound or to which any of their respective assets are bound or subject or is subject, (ciii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation Law or any order, writ, judgment, injunction, decree, determination or award Order currently in effect, which, or (iv) result in the case imposition of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes any Lien upon any assets of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereofor any Company Subsidiary.
Appears in 1 contract
Samples: Merger Agreement (Bottomline Technologies Inc /De/)
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, and (subject to the approval of the stockholders of this Agreement by the Company as required by the DGCL, Requisite Vote) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, the Board has adopted this Agreement, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCLVBCA, the adoption approval of this Agreement by the stockholders of the Company Requisite Vote and the filing of Articles of Merger with the Certificate Secretary of MergerState of the State of Vermont). This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and MergerCoSub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate Articles of incorporation Association or by-laws Bylaws of the Company or with any of the provisions of the Articles of Incorporation or Bylaws or other equivalent charter governing documents, as applicable, of any of its Subsidiaries, (b) with or without notice, lapse of time or both, constitute or result in a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company or any of its SubsidiariesSubsidiaries pursuant to any agreement, in lease license, contract, note, mortgage, indenture, arrangement or other obligation whether oral or written (each case, as amended to the date of this Agreement, (ba “Contract”) conflict with or result in a breach of, or default under, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective assets are bound or subject subject, or any change in the rights or obligations of any party under any such Contract or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.43.4 hereof, contravene any domestic or foreign lawLaw, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, whichapplicable to the Company or its Subsidiaries except, in the case of clauses (b) and (c) above, for any such breach, violation, termination, default, creation, acceleration or change that would not reasonably be expected to constitutehave, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent, provided, however, that for purposes materially delay or materially impair the consummation of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereoftransactions contemplated by this Agreement.
Appears in 1 contract
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and each other Transaction Document to be executed and delivered by the Company, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement, and of each other Transaction Document Stock Purchase Agreement to be executed and delivered by the Company, and the consummation by it the Company of the transactions contemplated herebyhereby and thereby, have been duly authorized and approved by the BoardBoard and, and except as contemplated by Section 6.12, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and such other Transaction Documents by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)thereby. This Agreement has been been, and each other Transaction Document to be executed and delivered by the Company, when delivered in accordance with the terms hereof, will be, duly executed and delivered by the Company and, assuming that this Agreement and each other Transaction Document constitutes a valid and binding obligation of Parent and MergerCoeach other party thereto, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles. The Except as set forth in Section 3.2 of the Company Disclosure Letter, the execution and delivery and performance of this Agreement by the Company do not, and the consummation execution and delivery and performance by the Company of each other Transaction Document to be executed and delivered by the transactions contemplated by this Agreement Company, will not, not (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of its Significant Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with or result in a breach of, or default underunder (with or without notice or lapse of time, or both), any Contract contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company, any of its Significant Subsidiaries or any of their respective assets are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation Law or any order, writ, judgment, injunction, decree, determination or award Order currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitutehave, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes of Effect on the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereofCompany.
Appears in 1 contract
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company is a party have been duly authorized by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other corporate action act or other proceeding on the part of the Company or its board of directors or stockholders is necessary to authorize the execution, delivery and or performance of this Agreement by or the Company other agreements contemplated hereby and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by each of the Company and, assuming that this Agreement and Sellers and constitutes a valid and binding obligation of Parent each of the Company and MergerCoSellers, constitutes enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company or any Seller is a party, when executed and delivered by the Company or such Seller, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of the Company such Person, enforceable against the Company in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The execution and delivery by the Company and Sellers of this Agreement do not, and the consummation all of the transactions other agreements and instruments contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of hereby to which the Company or any Seller(s) is a party and the fulfillment of its Subsidiaries, in each case, as amended to and compliance with the date of this Agreement, respective terms hereof and thereof by the Company and Sellers do not and shall not (ba) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company's capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any Contract third party or any court or administrative or governmental body or agency pursuant to, the Company's charter documents, by-laws or other constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company or any Seller is subject. Neither the Company nor any Seller is a party to or bound by which the Companyany written or oral agreement or understanding with respect to a Seller Transaction other than this Agreement, any of and each such Person has terminated all discussions with third parties (other than with Buyer and its Subsidiaries or any of their respective assets are bound or subject or (cAffiliates) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereofregarding Seller Transactions.
Appears in 1 contract
Samples: Merger Agreement (Linc Net Inc)
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and any Ancillary Agreement to which it is a party by the Company, Company and the consummation by it of the transactions contemplated hereby, hereby and thereby have been duly authorized and approved by the Board, and no other corporate all necessary member action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)Company. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a the valid and binding obligation obligations of Parent and MergerCothe Purchaser, constitutes a the valid and binding obligation obligations of the Company enforceable against the Company it in accordance with its terms, except to the extent that its enforceability such enforcement may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The Except as set forth in Section 4.2 of the Company Disclosure Letter, the execution and delivery of this Agreement do and each Ancillary Agreement to which it is a party does not, and the consummation of the transactions contemplated by this Agreement and each Ancillary Agreement to which it is a party will not, (a) conflict with any of the provisions of the certificate of incorporation formation, the limited liability company agreement or by-laws or any other equivalent charter documents, as applicable, organizational document of the Company or any of its SubsidiariesCompany, in each case, case as amended to the date of this Agreement, (b) require any consent of, or any action by, any Person under, conflict with or with, result in a breach of, of or default (with or without due notice or lapse of time or both) or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any material Permits or Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries Company or any of their respective assets are Asset is bound or subject or (c) subject to result in the consentscreation of any Liens other than Permitted Liens on any Assets, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, whichexcept, in the case of clauses (b) and (c) above), as would reasonably be expected to constitutenot have, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereof.
Appears in 1 contract
Samples: Equity Purchase Agreement (Nci Building Systems Inc)
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, and (subject to the approval of the stockholders shareholders of the Company as required by the DGCL, NJBCA) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCLNJBCA, the adoption of this Agreement by the stockholders shareholders of the Company and the filing of appropriate merger documents with the Certificate Division of MergerRevenue of the Department of Treasury of the State of New Jersey). This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and MergerCoSub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate Certificate of incorporation Incorporation or byBy-laws or other equivalent charter documents, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with or result in a breach of, or default under, any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective assets are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitutehave, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereof.
Appears in 1 contract
Samples: Merger Agreement (Nui Corp /Nj/)
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company is a party have been duly authorized by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other corporate action act or other proceeding on the part of the Company Company, its board of directors or stockholders is necessary to authorize the execution, delivery and or performance of this Agreement by or the Company other agreements contemplated hereby and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and MergerCo, constitutes a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except and each of the other agreements and instruments contemplated hereby to which the extent that Company is a party, when executed and delivered by the Company, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of the Company, enforceable against it in accordance with its enforceability may be subject to applicable bankruptcyrespective terms. Except as set forth on Schedule 4.2, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The execution and delivery by the Company of this Agreement do not, and all of the other agreements and instruments contemplated hereby to which the Company is a party and the consummation fulfillment of and compliance with the transactions contemplated respective terms hereof and thereof by this Agreement will not, the Company do not and shall not (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company’s capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any Contract third party or any court or administrative or governmental body or agency pursuant to the Company’s or any of its Subsidiaries’ constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries is a party subject, or by any material agreement, material instrument, material license, material Permit, order, judgment or decree to which the Company, Company or any of its Subsidiaries or is subject. Neither the Company nor any of their respective assets are its Subsidiaries is a party to or bound by any written or subject oral agreement or (c) subject understanding with respect to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse EffectTransaction other than this Agreement, provided, however, that for purposes of and the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause and its Subsidiaries have terminated all discussions with other Persons (b)(iiiother than with Purchaser and its Affiliates) thereofregarding any Company Transaction.
Appears in 1 contract
Samples: Stock Purchase Agreement (One Price Clothing Stores Inc)
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company is a party have been duly authorized by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other corporate action act or other proceeding on the part of the Company is necessary to authorize the execution, delivery and or performance of this Agreement by or the Company other agreements contemplated hereby and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent Sellers and MergerCo, constitutes a valid and binding obligation of the Company and Sellers, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation each of the transactions other agreements and instruments contemplated hereby to which the Company or any Seller is a party, when executed and delivered by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation Company or by-laws or other equivalent charter documentssuch Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or any Seller(s) is a party and the fulfillment of its Subsidiaries, in each case, as amended to and compliance with the date of this Agreement, respective terms hereof and thereof by the Company and Sellers do not and shall not (ba) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company's capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any Contract third party or any court or administrative or governmental body or agency pursuant to, the Company's organizational documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company or any Seller is subject. Neither the Company nor any Seller is a party to or bound by which the Company, any of its Subsidiaries written or any of their respective assets are bound oral agreement or subject or (c) subject understanding with respect to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse EffectTransaction other than this Agreement, provided, however, that for purposes of the foregoing, the definition of “and each such Person has terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereofTransactions.
Appears in 1 contract
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company is a party have been duly authorized by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other corporate action act or other proceeding on the part of the Company Company, its board of directors or shareholders is necessary to authorize the execution, delivery and or performance of this Agreement by or the Company other agreements contemplated hereby and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and MergerCo, constitutes a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except and each of the other agreements and instruments contemplated hereby to which the extent that its enforceability may be subject to applicable bankruptcyCompany is a party, insolvencywhen executed and delivered by the Company, reorganizationin accordance with the terms hereof and thereof, moratorium or other similar laws affecting shall constitute a valid and binding obligation of the enforcement of creditors’ rights generally and by general equitable principlesCompany, enforceable against it in accordance with their terms. The Except as set forth on Schedule 5.2, the execution and delivery by the Company of this Agreement do not, the Transactions Documents and the consummation fulfillment of and compliance with the transactions contemplated respective terms hereof and thereof by this Agreement will not, the Company do not and shall not (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company’s capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any Contract third party or any court or administrative or governmental body or agency (other than with respect to applicable exemptions under applicable securities laws) pursuant to the Company’s or any of its Subsidiaries’ articles of incorporation, bylaws or other similar constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries is a party subject, or by any agreement, instrument, license, permit, order, judgment or decree to which the Company, Company or any of its Subsidiaries or any of their respective assets are bound or subject or (c) subject to is subject. Without limiting the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes generality of the foregoing, the definition execution and delivery by the Company of “the Transactions Documents and the fulfillment of and compliance with the respective terms hereof and thereof by the Company Material Adverse Effect” shall be deemed do not require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with any domestic or foreign governmental body or agency responsible for the enforcement of competition, antitrust or pre-merger notification laws. Neither the Company nor any of its Subsidiaries is a party to include clause or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and the Company and its Subsidiaries have terminated all discussions with other Persons (b)(iiiother than with the Purchaser and its Affiliates) thereofregarding any Company Transaction.
Appears in 1 contract
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company is a party have been duly authorized by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other corporate action act or other proceeding on the part of the Company Company, its board of directors or shareholders is necessary to authorize the execution, delivery and or performance of this Agreement by or the Company other agreements contemplated hereby and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and MergerCo, constitutes a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except and each of the other agreements and instruments contemplated hereby to which the extent that its enforceability may be subject to applicable bankruptcyCompany is a party, insolvencywhen executed and delivered by the Company, reorganizationin accordance with the terms hereof and thereof, moratorium or other similar laws affecting shall constitute a valid and binding obligation of the enforcement of creditors’ rights generally and by general equitable principlesCompany, enforceable against it in accordance with their terms. The Except as set forth on Schedule 5.2, the execution and delivery by the Company of this Agreement do not, the Transactions Documents and the consummation fulfillment of and compliance with the transactions contemplated respective terms hereof and thereof by this Agreement will not, the Company do not and shall not (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company's capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any Contract third party or any court or administrative or governmental body or agency (other than with respect to applicable exemptions under applicable securities laws) pursuant to the Company's or any of its Subsidiaries' articles of incorporation, bylaws or other similar constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries is a party subject, or by any agreement, instrument, license, permit, order, judgment or decree to which the Company, Company or any of its Subsidiaries or any of their respective assets are bound or subject or (c) subject to is subject. Without limiting the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes generality of the foregoing, the definition execution and delivery by the Company of “the Transactions Documents and the fulfillment of and compliance with the respective terms hereof and thereof by the Company Material Adverse Effect” shall be deemed do not require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with any domestic or foreign governmental body or agency responsible for the enforcement of competition, antitrust or pre-merger notification laws. Neither the Company nor any of its Subsidiaries is a party to include clause or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and the Company and its Subsidiaries have terminated all discussions with other Persons (b)(iiiother than with the Purchaser and its Affiliates) thereofregarding any Company Transaction.
Appears in 1 contract
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it all of the transactions other agreements and instruments contemplated hereby, hereby to which the Company or the Seller is a party have been duly authorized and approved by the BoardCompany and the Seller, as applicable, and no other corporate action act or other proceeding on the part of the Company Company, its board of directors or the Seller is necessary to authorize the execution, delivery and or performance of this Agreement by or the Company other agreements contemplated hereby and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by the each of Company and, assuming that this Agreement and Seller and constitutes a valid and binding obligation of Parent each of the Company and MergerCoSeller, constitutes enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company or Seller is a party, when executed and delivered by the Company or Seller, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of the Company such Person, enforceable against the Company in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE and except for any filing, except notice or authorization required pursuant to the extent that its enforceability may be subject to applicable bankruptcyHSR Act, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The execution and delivery by the Company and Seller of this Agreement do not, and the consummation all of the transactions other agreements and instruments contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of hereby to which the Company or any Seller is a party and the fulfillment of its Subsidiaries, in each case, as amended to and compliance with the date of this Agreement, respective terms hereof and thereof by the Company and Seller do not and shall not (ba) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company's capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any Contract third party or any court or administrative or governmental body or agency pursuant to, Seller's or the Company's charter documents, bylaws or other constituent documents (including trust instruments), or any law, statute, rule or regulation to which the Company or Seller is subject, or any of its Subsidiaries agreement, instrument, license, permit, order, judgment or decree to which the Company or Seller is subject. Neither the Company nor Seller is a party to or bound by which the Company, any of its Subsidiaries written or any of their respective assets are bound oral agreement or subject or (c) subject understanding with respect to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse EffectTransaction other than this Agreement, provided, however, that for purposes of the foregoing, the definition of “and each such Person has terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereofTransactions.
Appears in 1 contract
Authorization; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company is a party have been duly authorized by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and no other corporate action act or other proceeding on the part of the Company Company, its board of directors or stockholders is necessary to authorize the execution, delivery and or performance of this Agreement by or the Company other agreements contemplated hereby and the consummation of the transactions contemplated hereby (other than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and MergerCo, constitutes a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except and each of the other agreements and instruments contemplated hereby to which the extent that Company is a party, when executed and delivered by the Company, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of the Company, enforceable against it in accordance with its enforceability may be subject to applicable bankruptcyrespective terms. Except as set forth on Schedule 4.2, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The execution and delivery by the Company of this Agreement do not, and all of the other agreements and instruments contemplated hereby to which the Company is a party and the consummation fulfillment of and compliance with the transactions contemplated respective terms hereof and thereof by this Agreement will not, the Company do not and shall not (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of its Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company's capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any Contract third party or any court or administrative or governmental body or agency pursuant to the Company's or any of its Subsidiaries' constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries is a party subject, or by any material agreement, material instrument, material license, material Permit, order, judgment or decree to which the Company, Company or any of its Subsidiaries or is subject. Neither the Company nor any of their respective assets are its Subsidiaries is a party to or bound by any written or subject oral agreement or (c) subject understanding with respect to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse EffectTransaction other than this Agreement, provided, however, that for purposes of and the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause and its Subsidiaries have terminated all discussions with other Persons (b)(iiiother than with Purchaser and its Affiliates) thereofregarding any Company Transaction.
Appears in 1 contract
Samples: Stock Purchase Agreement (One Price Clothing Stores Inc)
