Authorization; Noncontravention. Parent Guarantor 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 to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent Guarantor, the consummation by it of the transactions contemplated hereby and the performance by it of its obligations hereunder have been duly authorized and approved by the board of directors of Parent Guarantor. No other corporate action on the part of Parent Guarantor is necessary to authorize the execution, delivery and performance of this Agreement by Parent Guarantor and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent Guarantor and, assuming that this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent Guarantor, enforceable against Parent Guarantor in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. 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 or articles of incorporation or by-laws (or other comparable documents) of Parent Guarantor, as amended to the date of this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent Guarantor under, any Contract to which Parent Guarantor is a party or by which Parent Guarantor or any of its assets is bound or subject, or (c) contravene any Law or any Order currently in effect.
Appears in 1 contract
Samples: Merger Agreement (Presstek Inc /De/)
Authorization; Noncontravention. Parent Guarantor The Purchaser has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder 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 Parent Guarantor, the Purchaser and the consummation by it the Purchaser of the transactions contemplated hereby and the performance by it of its obligations hereunder thereby have been duly authorized and approved by the all necessary board of directors of Parent Guarantor. No other corporate and shareholder action on the part of Parent Guarantor is necessary to authorize the execution, delivery and performance of this Agreement by Parent Guarantor and the consummation of the transactions contemplated herebyPurchaser. This Agreement has been duly executed and delivered by Parent Guarantor the Purchaser and, assuming that this Agreement constitutes a the valid and binding obligation obligations of the Companyother parties thereto, constitutes a the valid and binding obligation obligations of Parent Guarantorthe Purchaser, enforceable against Parent Guarantor the Purchaser in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or any other comparable documentsorganizational document) of Parent Guarantorthe Purchaser, in each case as amended to the date of this Agreement, (b) require any consent of, or any action by, and Person under, conflict with, result in a breach of or default under (with or without due notice or lapse of time, time or both) or give rise to cause a right of permit termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation or to the loss of a any benefit under, any written agreement, contracts, or result in the creation of any Lien upon any of the properties other binding written commitments, arrangements or assets of Parent Guarantor under, any Contract plans to which Parent Guarantor the Purchaser is a party or by which Parent Guarantor the Purchaser or any of its respective assets is bound or subject, subject or (c) contravene any domestic or foreign Law or any Order order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would have, individually or in the aggregate, a Purchaser Material Adverse Effect.
Appears in 1 contract
Samples: Equity Purchase Agreement (Nci Building Systems Inc)
Authorization; Noncontravention. Parent Guarantor Each of the Seller and its Affiliates has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this AgreementAgreement and any Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and any Ancillary Agreement by Parent Guarantor, each of the Seller and its Affiliates to which it is a party and the consummation by it the Seller and its Affiliates of the transactions contemplated hereby and the performance by it of its obligations hereunder thereby have been duly authorized and approved by the board of directors of Parent Guarantor. No other all necessary corporate action on the part of Parent Guarantor is necessary to authorize the execution, delivery Seller and performance of this Agreement by Parent Guarantor and the consummation of the transactions contemplated herebyany such Affiliate. This Agreement has been duly executed and delivered by Parent Guarantor the Seller and BSNA and, assuming that this Agreement constitutes a the valid and binding obligations of the Purchaser, constitutes the valid and binding obligation of the Company, constitutes a valid Seller and binding obligation of Parent GuarantorBSNA, enforceable against Parent Guarantor it in accordance with its termsthe terms hereof, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and the execution and delivery of the Ancillary Agreements will not, (a) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or any other comparable documents) organizational document of Parent Guarantorthe Seller and its Affiliates, in each case as amended to the date of this Agreement, (b) require any consent of, or any action by any Person under, conflict with, result in a breach of or default under (with or without due notice or lapse of time, time or both) or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation cause or permit termination, cancellation, acceleration or other change of any Lien upon right or obligation or, the loss of any of the properties or assets of Parent Guarantor benefit under, any Contract to which Parent Guarantor the Seller or any of its Affiliates is a party or by which Parent Guarantor the Seller, its Affiliates or any of its their assets is bound or subject, or any material permits affecting the assets or business of the Seller, (c) result in the creation or imposition of any Lien, other than Permitted Liens or Liens in favor of the Purchaser, on the assets of the Seller or its Affiliates, or (d) contravene any Law domestic or foreign Laws or any Order writ, judgment, injunction, decree, determination or award currently in effect, except, in the case of clauses (b), (c) and (d) above, would not have, individually or in the aggregate, a Seller Material Adverse Effect.
Appears in 1 contract
Samples: Equity Purchase Agreement (Nci Building Systems Inc)
Authorization; Noncontravention. Parent Guarantor The Purchaser has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder 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 Parent Guarantor, the Purchaser and the consummation by it the Purchaser of the transactions contemplated hereby and the performance by it of its obligations hereunder thereby have been duly authorized and approved by the all necessary board of directors of Parent Guarantor. No other corporate and stockholder action on the part of Parent Guarantor is necessary the Purchaser and to authorize the executionextent required, delivery and performance of this Agreement by Parent Guarantor and the consummation any Affiliate of the transactions contemplated herebyPurchaser. This Agreement has been duly executed and delivered by Parent Guarantor the Purchaser and, assuming that this Agreement constitutes a the valid and binding obligation obligations of the Companyother parties thereto, constitutes a the valid and binding obligation obligations of Parent Guarantorthe Purchaser, enforceable against Parent Guarantor the Purchaser in accordance with its terms, except that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principlesEnforceability Exceptions. 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, bylaws or articles any other organizational document of incorporation or by-laws (or other comparable documents) of Parent Guarantorthe Purchaser, as amended to the date of this Agreementamended, (b) require any consent, approval or authorization of, declaration or filing with, notice to, or action by, any Person under, conflict with, result in a breach of or default under (with or without due notice or lapse of time, time or both) or give rise to a right of cause or permit termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation or to the loss of a any benefit under, any written Contract or result in the creation of any Lien upon any of the properties or assets of Parent Guarantor under, any Contract plans to which Parent Guarantor the Purchaser is a party or by which Parent Guarantor the Purchaser or any of its assets is bound or subject, subject or (c) contravene any domestic or foreign Law or any Order order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would have, individually or in the aggregate, a Purchaser Material Adverse Effect.
Appears in 1 contract
Authorization; Noncontravention. Parent Guarantor 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 to consummate the transactions contemplated hereby. (a) The execution, delivery and performance of this Agreement by Parent Guarantor, the consummation by it and all of the transactions other agreements and instruments contemplated hereby to which the Company Group is a party are within the - 28 - Company Group’s corporate powers and the performance by it of its obligations hereunder have been duly authorized and approved by the board of directors of Parent Guarantor. No Company Group, and no other corporate action act or other proceeding on the part of Parent Guarantor is the Company Group or its boards of directors are necessary to authorize the execution, delivery and or performance of this Agreement by Parent Guarantor or the other agreements and instruments contemplated hereby and the consummation of the transactions contemplated hereby. hereby or thereby.
(b) This Agreement has been duly executed and delivered by Parent Guarantor the Company Group and constitutes its valid and binding obligation, and, assuming that this Agreement as of the Closing, the other agreements and instruments contemplated hereby to which the Company Group shall be a party at the Closing will have been duly executed and delivered by the Company Group, and constitutes or shall constitute a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent GuarantorCompany Group, enforceable against Parent Guarantor in accordance with its terms, except that such enforcement as enforceability may be 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 generallycreditors and except as enforceability may be limited by rules of law governing specific performance, and by general injunctive relief or other equitable principles. remedies.
(c) The execution and delivery by the Company Group of this Agreement do not, and all of the other agreements and instruments contemplated hereby to which the Company Group 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, the Company Group do not and shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (ii) result in any violation of or 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 Encumbrance upon the capital stock or assets of the Company Group or any of its Subsidiaries pursuant to, (iv) give any third party the provisions right to modify, terminate or accelerate any obligation under or (v) 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, (1) the certificate Company Group’s or any of its Subsidiaries’ respective articles of incorporation or by-laws (or other comparable similar constituent documents) of Parent Guarantor, as amended to the date of this Agreement), (b2) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent Guarantor under, any Contract Law to which Parent Guarantor is a party or by which Parent Guarantor the Company Group or any of its assets Subsidiaries is bound or subject, subject or (c3) contravene any Law Order or any Order currently in effectmaterial Contract, instrument or Permit to which the Company Group or any of its Subsidiaries is subject.
Appears in 1 contract
Authorization; Noncontravention. (a) Each of Parent Guarantor and Merger Sub 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 to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent Guarantorand Merger Sub, the consummation by it each of them of the transactions contemplated hereby and the performance by it each of its them of their respective obligations hereunder have been duly authorized and approved by the board boards of directors of Merger Sub and Parent. Except for the approval and adoption of this Agreement by Parent Guarantor. No as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement), no other corporate action on the part of either of Parent Guarantor or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent Guarantor and Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent Guarantor and Merger Sub and, assuming that this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent Guarantorand Merger Sub, enforceable against each of Parent Guarantor and Merger Sub in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. .
(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 certificate or articles of incorporation or by-laws (or other comparable documents) of Parent Guarantoror Merger Sub, 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 4.3, conflict with, result in a breach of or default under of, constitute (with or without due notice or lapse of time, time or both) or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit default under, or result in the creation acceleration of obligations under, create in any Lien upon party the right to terminate, modify or cancel, or require any of the properties notice, consent or assets of Parent Guarantor waiver under, any Contract to which Parent Guarantor or Merger Sub is a party or by which Parent Guarantor or any of its assets Merger Sub is bound or to which any of their respective assets is subject, or (ciii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.3, contravene any domestic or foreign Law or any Order currently in effect.
Appears in 1 contract
Samples: Merger Agreement (Bottomline Technologies Inc /De/)
Authorization; Noncontravention. Parent Guarantor Each CCG Entity has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder 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 Parent Guarantor, a CCG Entity and the consummation by it of the transactions contemplated hereby and the performance by it of its obligations hereunder thereby have been duly authorized and approved by the board of directors of Parent Guarantor. No other all necessary corporate action on the part of Parent Guarantor the applicable CCG Entity and, to the extent necessary, any Affiliate of such CCG Entity. No vote of, or consent by, the holders of any class or series of capital stock or Voting Debt (if any) issued by the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement or the Ancillary Documents contemplated to be executed by Parent Guarantor and the Company or the consummation by it of the transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by Parent Guarantor the Company and, assuming that this Agreement constitutes a the valid and binding obligation obligations of the CompanyPurchaser, constitutes a the valid and binding obligation obligations of Parent Guarantor, the Company enforceable against Parent Guarantor it in accordance with its terms, except that as such enforcement may be limited by applicable bankruptcythe Enforceability Exceptions. Except as set forth in Section 4.2 of the Company Disclosure Letter, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The execution and delivery by a CCG Entity of this Agreement and each Ancillary Agreement to which it is a party do 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 or articles certificates of incorporation or by-laws (or other comparable documents) the bylaws of Parent Guarantorsuch CCG Entity, as amended to the date of this Agreementamended, (b) require any consent, approval or authorization of, declaration or filing with, notice to, or action by, any Person under, conflict with, result in a breach of or default under (with or without due notice or lapse of time, time or both) or give rise to a right of cause or permit termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation or to the loss of a any benefit under, any material Permits or Contract to which a CCG Entity is a party or by which a CCG Entity or any Asset is bound or subject, (c) result in the creation of any Lien upon Liens other than Permitted Liens on any of Assets or (d) contravene any domestic or foreign Laws applicable to the properties Seller or assets of Parent Guarantor under, any Contract to which Parent Guarantor is a party or by which Parent Guarantor its Affiliates or any writ, judgment, injunction, decree, determination or award currently in effect and binding on the Seller or its Affiliates, except, in the case of its assets is bound or subjectclauses (b), or (c) contravene any Law and (d) above, as would not have, individually or any Order currently in effectthe aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Authorization; Noncontravention. Parent Guarantor Purchaser 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 to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent GuarantorPurchaser, the consummation by it of the transactions contemplated hereby and the performance by it of its obligations hereunder have been duly authorized and approved by the board Board of directors Directors of Parent GuarantorPurchaser. No other corporate action on the part of Parent Guarantor Purchaser is necessary to authorize the execution, delivery and performance of this Agreement by Parent Guarantor and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent Guarantor Purchaser and, assuming that this Agreement constitutes a valid and binding obligation of the CompanySeller, constitutes a valid and binding obligation of Parent GuarantorPurchaser, enforceable against Parent Guarantor Purchaser in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. 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 or articles of incorporation or by-laws (or other comparable documents) equivalent charter documents of Parent GuarantorPurchaser, as amended to the date of this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent Guarantor Purchaser under, any Contract contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent Guarantor Purchaser is a party or by which Parent Guarantor Purchaser or any of its their respective assets is bound or subject, subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.3, contravene any Law or any Order currently in effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Noah Education Holdings Ltd.)
Authorization; Noncontravention. Parent Guarantor 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 to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent Guarantor, the consummation by it and all of the transactions other agreements and instruments contemplated hereby and the performance by it of its obligations hereunder to which Buyer is a party have been duly authorized Buyer, and approved by the board of directors of Parent Guarantor. No no other corporate action company act or other proceeding on the part of Parent Guarantor Buyer, its board of directors or its stockholders is necessary to authorize the execution, delivery and or performance of this Agreement by Parent Guarantor or the other agreements contemplated hereby and the consummation of the transactions contemplated herebyhereby or thereby. This Agreement has been duly executed and delivered by Parent Guarantor and, assuming that this Agreement Buyer and constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, and each of the Companyother agreements and instruments contemplated hereby to which Buyer is a party, constitutes when executed and delivered by Buyer, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Parent GuarantorBuyer, enforceable against Parent Guarantor in accordance with its termsrespective terms (in each case, except that such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors’ rights generallyand to general principles of equity). Except as set forth on the attached Buyer Restrictions Schedule, and by general equitable principles. The the execution and delivery by Buyer of this Agreement do not, agreement and all of the other agreements and instruments contemplated hereby to which Buyer is a party and the consummation fulfillment of and compliance with the transactions contemplated respective terms hereof and thereof by this Agreement will not, Buyer do not and shall not (a) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or other comparable documents) of Parent Guarantor, as amended to the date of this Agreementwith, (b) conflict with, result in a breach of or default under (with b) require any authorization, consent, approval, exemption or without other action of or by or notice or lapse of timedeclaration to, or both) filing with, any third-party or give rise to a right of terminationany Governmental Entity, cancellation pursuant to, Buyer’s organizational documents, operating agreement, bylaws or acceleration of any obligation or to loss of a benefit underother constituent documents, or result in the creation of any Lien upon any of the properties law, statute, rule or assets of Parent Guarantor under, any Contract regulation to which Parent Guarantor the Company or Sellers is a party or by which Parent Guarantor or any of its assets is bound or subject, or (c) contravene any Law material agreement, instrument, license, Permit, order, judgment or any Order currently in effectdecree to which Buyer is subject.
Appears in 1 contract
Samples: Stock Purchase Agreement (GlobalOptions Group, Inc.)
Authorization; Noncontravention. Parent Guarantor 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 to consummate the transactions contemplated herebyby this Agreement, subject, in the case of the Merger, to obtaining the Company Shareholder Approval, and to comply with the provisions of this Agreement. The execution, execution and delivery and performance of this Agreement by Parent Guarantorthe Company, the consummation by it the Company of the transactions contemplated hereby by this Agreement and the performance compliance by it the Company with the provisions of its obligations hereunder this Agreement have been duly authorized and approved by the board of directors of Parent Guarantor. No other all necessary corporate action on the part of Parent Guarantor is the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by Parent Guarantor and the consummation of or to consummate the transactions contemplated herebyby this Agreement, subject, in the case of the Merger, to obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered by Parent Guarantor the Company and, assuming that this Agreement the due authorization, execution and delivery by Parent and Sub, constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent Guarantor, enforceable against Parent Guarantor the Company in accordance with its terms. The Board of Directors of the Company, except at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously adopted resolutions (i) adopting this Agreement, (ii) declaring that it is in the best interests of the Company's shareholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's shareholders in the Merger is fair to such shareholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's shareholders to be held as promptly as practicable following the date of this Agreement and (v) recommending that such enforcement may be limited by applicable bankruptcyshareholders approve this Agreement, insolvencywhich resolutions have not been modified, reorganization, moratorium supplemented or other similar laws affecting the enforcement of creditors’ rights generally, rescinded and by general equitable principlesremain in full force and effect. The execution and delivery by the Company of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict and compliance by the Company with any of the provisions of the certificate or articles of incorporation or by-laws (or other comparable documents) of Parent Guarantor, as amended to the date of this Agreement, (b) Agreement do not and will not conflict with, or result in a any violation or breach of of, or default under (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of Parent Guarantor the Company or any of its subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any Contract provision of (i) the articles of incorporation or by-laws of the Company or comparable organizational documents of any subsidiary of the Company, (ii) any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise or license to which Parent Guarantor the Company or any of its subsidiaries is a party or by which Parent Guarantor any of their respective properties or assets is subject or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to the Company or any of its assets is bound subsidiaries or subjecttheir respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or (c) contravene registration, declaration or filing with, any Law domestic or foreign governmental entity, including any Federal, state or local government or any Order currently court, administrative agency or commission or other governmental or regulatory authority or agency (each, a "Governmental Entity") is required by or with respect to the Company or any of its subsidiaries in effectconnection with the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated by this Agreement or the compliance by the Company with the provisions of this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xx ximilar filings under any other applicable competition, merger control, antitrust or similar law, (2) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement relating to the meeting of the shareholders of the Company to be called and convened for such shareholders to consider the approval of this Agreement (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Shareholder Agreement and the other transactions contemplated hereby and thereby, (3) the delivery to the Secretary of State of the State of Mississippi for filing in accordance with Section 79-4-11.06(b) of the MBCA of the Articles of Merger and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries is qualified to do business, (4) any filings required under the rules and regulations of the New York Stock Exchange (the "NYSE"), (5) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required as a result of the status of Parent or Sub and (6) such other consents, approvals, orders, authorizations, registrations, declarations and filings, the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to (x) have a Material Adverse Effect, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.
Appears in 1 contract
Authorization; Noncontravention. Parent Guarantor Each of Purchaser and Merger Sub has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent Guarantor, Purchaser and Merger Sub and the consummation by it each of them of the transactions contemplated hereby and the performance by it of its obligations hereunder have been duly authorized and approved by the board of directors of Parent Guarantoreach of Purchaser and Merger Sub. Purchaser has adopted and approved this Agreement, the Merger and the transactions contemplated hereby. No other corporate action on the part of Parent Guarantor either of Purchaser or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent Guarantor each of Purchaser and Merger Sub and the consummation of the transactions contemplated herebyhereby (other than the filing of the appropriate merger documents as required by the DGCL). This Agreement has been duly executed and delivered by Parent Guarantor each of Purchaser and Merger Sub and, assuming that this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent Guarantoreach of Purchaser and Merger Sub, enforceable against Parent Guarantor each of Purchaser and Merger Sub in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with with, violate, or result in the violation of any of the provisions of the certificate or articles of incorporation or by-laws (bylaws of Purchaser or Merger Sub, or any resolutions adopted by the stockholders, board of directors or other comparable documents) governing body of Parent Guarantor, as amended to the date of this AgreementPurchaser or Merger Sub, (b) with or without the passage of time or the giving of notice or both, conflict with, with or result in a material breach of of, or default under (with or without notice or lapse of timeunder, or both) or give rise to a right of termination, cancellation or acceleration of require any obligation or to loss of a benefit Consent under, or result in the creation of any Lien upon any of the properties property or assets of Parent Guarantor under, Purchaser or Merger Sub pursuant to any material Contract to which Parent Guarantor Purchaser or Merger Sub is a party or by which Parent Guarantor Purchaser or any of its assets is Merger Sub or their respective properties may be bound or subjectaffected which would result in a Material Adverse Effect on Purchaser or Merger Sub, or (c) subject to the Consents and Filings referred to in §4.3, contravene any material Law or any Order currently in effect.
Appears in 1 contract
Authorization; Noncontravention. Parent Guarantor Purchaser has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this AgreementAgreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by Parent GuarantorPurchaser, the consummation by it of the transactions contemplated hereby and the performance by it of its obligations hereunder have been duly authorized and approved by the board Board of directors Directors of Parent GuarantorPurchaser. No other corporate action on the part of Parent Guarantor Purchaser is necessary to authorize the execution, delivery and performance of this Agreement by Parent Guarantor and the consummation of the transactions contemplated hereby. This Agreement has been been, and the Transaction Documents to which it is a party, when executed and delivered in accordance with the terms hereof, will be, duly executed and delivered by Parent Guarantor Purchaser and, assuming that this Agreement constitutes and the Transaction Documents constitute or will constitute, as applicable, valid and binding obligations of the other parties hereto, constitute a valid and binding obligation obligations of the Company, constitutes a valid and binding obligation of Parent GuarantorPurchaser, enforceable against Parent Guarantor Purchaser in accordance with its their terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The execution and delivery of this Agreement do and the Transaction Documents to which it is a party does not, and the consummation of the transactions contemplated by this Agreement hereby and thereby will not, (a) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or other comparable documents) equivalent charter documents of Parent GuarantorPurchaser, as amended to the date of this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent Guarantor Purchaser under, any Contract contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent Guarantor Purchaser is a party or by which Parent Guarantor Purchaser or any of its their respective assets is bound or subject, subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 5.3, contravene any domestic or foreign Law or any Order currently in effect.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Globe Specialty Metals Inc)
Authorization; Noncontravention. Parent Guarantor (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 entitled to vote thereon as required by the DGCL and described in Section 5.18) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent Guarantorthe Company, and the consummation by it of the transactions contemplated hereby and the performance by it of its obligations hereunder hereby, have been duly authorized and approved by the board of directors of Parent Guarantor. No Board, and no other corporate action on the part of Parent Guarantor the Company is necessary to authorize the execution, delivery and performance of this Agreement by Parent Guarantor the Company and the consummation of the transactions contemplated herebyhereby (other than the filing of appropriate merger documents as required by the DGCL and the approval of the Stockholders entitled to vote thereon as described in Section 5.18). This Agreement has been duly executed and delivered by Parent Guarantor the Company and, assuming that this Agreement constitutes a valid and binding obligation of the CompanyParent and Merger Sub, constitutes a valid and binding obligation of Parent Guarantor, the Company enforceable against Parent Guarantor the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (bylaws or other comparable equivalent charter documents) , as applicable, of Parent Guarantorthe Company or any of the Company Subsidiaries, in each case, as amended to the date of this Agreement, (b) assuming receipt of the consents, waivers, approvals, authorizations, declarations, Orders or registrations (“Consents”) set forth in Section 3.2 of the Company Disclosure Letter, conflict with, violate or result in a breach of of, or default under (with or without notice or whether upon lapse of time, or both) or give rise to a right of termination, cancellation or acceleration time and/or the occurrence of any obligation act or to loss of a benefit event or otherwise) under, any Material Contract (except for any breach or violation that would not have a Material Adverse Effect on the Company), (c) subject to the Consents referred to in Section 3.4, materially contravene any domestic or foreign Law or any Order currently in effect or (d) to the Knowledge of the Company, result in the creation of any Lien upon any the assets of the properties Company or assets any Company Subsidiary, in each case except for any Lien arising by or through Parent or Merger Sub or their respective Affiliates.
(b) The Merger has been approved in accordance with the DGCL unanimously by the stockholders of Parent Guarantor underthe Company entitled to vote thereon and, any Contract upon delivery of the Stockholder consent pursuant to Section 5.18(a), no stockholder of the Company is entitled to exercise dissenter’s rights in connection with the transactions contemplated by this Agreement. The Stockholders’ Representative Appointment and Indemnification Agreement has been duly authorized and executed by, and is a valid, binding and enforceable agreement of each of, the parties thereto with respect to which Parent Guarantor is a party or by which Parent Guarantor or any of its assets is bound or subject, or (c) contravene any Law or any Order currently in effectthe Stockholders’ Representative executed such agreement on such parties’ behalf.
Appears in 1 contract
Authorization; Noncontravention. Parent Guarantor (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 to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent Guarantorthe Company, and the consummation by it of the transactions contemplated hereby and the performance by it of its obligations hereunder hereby, have been duly and validly authorized and approved by the board Board, and the Board has duly (i) determined that this Agreement and the Merger is fair to, and in the best interests of directors the Equityholders, (ii) approved this Agreement and declared that the Merger is advisable, (iii) recommended the acceptance of Parent Guarantorthe Merger and the adoption of this Agreement by the Stockholders and Preferred Stock Holders and (iv) directed that this Agreement be submitted for consideration by the Company’s stockholders (collectively, the “Company Board Recommendations”). No other corporate action on the part of Parent Guarantor the Company is necessary to authorize the execution, delivery and performance of this Agreement by Parent Guarantor the Company and the consummation of the transactions contemplated herebyhereby (other than the Stockholder and Preferred Stock Holder approvals specified in clause (c) below). This Agreement has been duly and validly executed and delivered by Parent Guarantor the Company and, assuming that this Agreement constitutes a valid and binding obligation of the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of Parent Guarantor, the Company enforceable against Parent Guarantor the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. The execution and delivery of this Agreement do not, and the performance of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with or violate any of the provisions of the Company’s certificate or articles of incorporation or by-laws (or other comparable equivalent charter documents) , as applicable, of Parent Guarantorthe Company or any of the Company Subsidiaries, in each case, as amended to the date of this Agreement, or (b) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, conflict withwith or violate any domestic or foreign Law or any Order currently in effect, which, in the case of this clause (b), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
(b) The execution and delivery of this Agreement do not, and the performance of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement will not, subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, conflict with or result in a breach of or violation of, or default under (with or without notice or lapse of time, time or both) under, or give rise to a right of of, or result in, termination, amendment, acceleration or cancellation or acceleration of any obligation or to loss of a benefit underof, or result in the creation of any a Lien in or upon any property or asset of the properties Company or assets any of Parent Guarantor underits Subsidiaries under any provision in any contract, any Contract agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent Guarantor Company or any Company Subsidiary is a party or by which Parent Guarantor Company or any Company Subsidiary or any of its their respective assets is bound or subject, except as would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
(c) contravene The only vote or consent of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement is the adoption of this Agreement by holders of a majority of the outstanding shares of the common stock of the Company and the Preferred Stock entitled to vote thereon as of the Record Date, voting together as one class, by affirmative vote or written consent (collectively, the “Stockholder Approval”). The only other vote or consent of the holders of any class or series of capital stock of the Company necessary to approve this Agreement and the Conversion is the approval by holders of a majority of the outstanding shares of the Preferred Stock of the Company entitled to vote thereon as of the Record Date, voting separately as a class, by affirmative vote or written consent (collectively, the “Conversion Approval”). Once delivered to the secretary of the Company, the Written Consents of the Consenting Stockholders will constitute, alone and without any other vote or consent of any other Stockholder, the Stockholder Approval and the Conversion Approval. Each Consenting Stockholder who delivers a Written Consent will have, pursuant to such Written Consent, duly and validly (i) waived any required notice of the vote or consent to (A) approve and adopt this Agreement and the consummation of the transactions contemplated by this Agreement and (B) established the date for the Conversion, (ii) waived any period that is required to elapse before the Closing and (iii) consented, for all purposes (including under the Certificate of Incorporation, the DGCL and any Contract or other Law pursuant to which such Person may have rights or be bound), to the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, including the Conversion.
(d) The Record Date is the record date under the DGCL, the Certificate of Incorporation and the Bylaws for purposes of determining (x) Stockholders of the Company entitled to give written consents with respect to the Stockholder Approvals and (y) holders of Preferred Stock of the Company entitled to give written consents with respect to the Conversion Approvals. Each advance stockholder notice requirement under any Order currently applicable Law, the Certificate of Incorporation, the Company by-laws and any other Contract to which the Company may be bound for (i) the Record Date, (ii) the execution and delivery of this Agreement, (iii) the vote or consent to approve and adopt this Agreement, (iv) the Conversion and (v) the consummation of the Merger and the other transactions contemplated by this Agreement, in effecteach case has been, or will be upon delivery of the Written Consents, duly and validly waived.
Appears in 1 contract
Authorization; Noncontravention. Parent Guarantor Each of the Seller and its Affiliates has the requisite corporate (or partnership or limited liability company, as applicable) power and authority and has taken all corporate action necessary to execute and deliver this AgreementAgreement and any Ancillary Agreement to which it is a party, to perform its obligations hereunder 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 Parent Guarantor, each of the Seller and its Affiliates and the consummation by it the Seller and its Affiliates of the transactions contemplated hereby and the performance by it of its obligations hereunder thereby have been duly authorized and approved by the all necessary board of directors of Parent Guarantor. No other corporate and stockholder (or manager and member, as applicable) action on the part of Parent Guarantor is necessary to authorize the execution, delivery Seller and performance of this Agreement by Parent Guarantor and the consummation of the transactions contemplated herebyany such Affiliate. This Agreement has been duly executed and delivered by Parent Guarantor the Seller and LSB and, assuming that this Agreement constitutes a the valid and binding obligations of the Purchaser, constitutes the valid and binding obligation of the Company, constitutes a valid Seller and binding obligation of Parent GuarantorLSB, enforceable against Parent Guarantor them in accordance with its termsthe terms hereof, except that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principlesEnforceability Exceptions. The execution and delivery of this Agreement by Seller do not, and the consummation of the transactions contemplated by this Agreement and the execution and delivery of the Ancillary Agreements will not, (a) conflict with any of the provisions of the certificate or articles of incorporation organization, the operating agreement, the articles/certificate of incorporation, the bylaws or by-laws (or any other comparable documents) organizational document of Parent Guarantorthe Seller and its Affiliates, in each as amended to the date of this Agreementamended, (b) require any consent, approval or authorization of, declaration or filing with, notice to, or action by, any Person under, conflict with, result in a breach of or default under (with or without due notice or lapse of time, time or both) or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation cause or permit termination, cancellation, acceleration or other change of any Lien upon right or obligation or, the loss of any of the properties or assets of Parent Guarantor benefit under, any Contract to which Parent Guarantor the Seller or any of its Affiliates is a party or by which Parent Guarantor the Seller, any of its Affiliates or any of its their assets is bound or subject, or any material permits affecting the assets or business of the Seller, (c) result in the creation or imposition of any Lien, other than Permitted Liens or Liens in favor of the Purchaser, on the assets of the Seller or any of its Affiliates, or (d) contravene any Law domestic or foreign Laws or any Order writ, judgment, injunction, decree, determination or award currently in effect, except, in the case of clauses (b), (c) and (d) above, would not have, individually or in the aggregate, a Seller Material Adverse Effect.
Appears in 1 contract
Authorization; Noncontravention. Parent Guarantor 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 to consummate the transactions contemplated hereby. (a) The execution, delivery and performance of this Agreement by Parent Guarantor, the Company and all of the other agreements and instruments contemplated hereby to which the Company is a party and the consummation by it of the transactions contemplated hereby and the performance by it of its obligations hereunder have been duly and validly authorized and approved by the board of directors of Parent Guarantor. No Company, and no other corporate action act or other proceeding on the part of Parent Guarantor the Company or its board of directors, or vote or consent by its shareholders (other than execution of this Agreement and the other agreements contemplated hereby) is necessary to authorize the execution, delivery and or performance of this Agreement by Parent Guarantor or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby. hereby or thereby.
(b) This Agreement has been duly executed and delivered by Parent Guarantor and, assuming that this Agreement the Company and constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent Guarantor, enforceable against Parent Guarantor in accordance with its terms, except that such enforcement as enforceability may be 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 generallycreditors and except as enforceability may be limited by rules of Law governing specific performance, and by general injunctive relief or other equitable principlesremedies. The Except as set forth on Schedule 6.3(b), 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 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, the Company do not and shall not (a) conflict with any 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 certificate giving of notice or articles both), (c) result in the creation of incorporation any Encumbrance upon the Transferred Companies' capital stock, properties 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 permit, 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, the Transferred Companies' respective charter documents or by-laws (or other comparable similar constituent documents) of Parent Guarantor, as amended to the date of this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time), or both) or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent Guarantor under, any Contract Law to which Parent Guarantor is a party or by which Parent Guarantor or any of its assets is bound or the Transferred Companies are subject, or (c) contravene any Law material agreement, instrument, license, permit, order, judgment or any Order currently in effectdecree to which the Transferred Companies are subject.
Appears in 1 contract
Authorization; Noncontravention. Parent Guarantor 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 to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent Guarantor, the consummation by it and all of the transactions contemplated hereby and the performance by it of its obligations hereunder Related Agreements to which such Seller Group Member is a party have been duly authorized by such Seller Group Member and approved by the board of directors of Parent Guarantor. No no other corporate action act or other proceeding on the part of Parent Guarantor such Seller Group Member or its board of directors, board of managers, managing member, trustee or equivalent governing body, if applicable, is necessary to authorize the execution, delivery and or performance by such Seller Group Member of this Agreement by Parent Guarantor or the Related Agreements to which it is or will be a party and the consummation of the transactions contemplated herebyto perform its obligations hereunder and thereunder. This Agreement has been duly executed and delivered by Parent Guarantor and, assuming that this Agreement such Seller Group Member and constitutes a valid and binding obligation of such Seller Group Member, enforceable in accordance with its terms (except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the Companyrights of creditors and except as enforceability may be limited by rules of Law governing specific performance, constitutes injunctive relief or other equitable remedies), and each of the Related Agreements to which such Seller Group Member is or will be a party, when executed and delivered by such Seller Group Member in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Parent Guarantorsuch Seller Group Member, enforceable against Parent Guarantor in accordance with its terms, respective terms (except that such enforcement as enforceability may be 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 generallycreditors and except as enforceability may be limited by rules of Law governing specific performance, and by general injunctive relief or other equitable principlesremedies). The With respect to such Seller Group Member, the execution and delivery by such Seller Group Member of this Agreement do not, and all of the Related Agreements to which such Seller Group Member 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 Seller Group Member do not and shall not (in each case by itself or together with the occurrence or failure of another event (including the passage of time)) (a) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or other comparable documents) of Parent Guarantor, as amended to the date of this Agreement, (b) conflict with, result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without notice or lapse the passage of time, the giving of notice or both), (c) or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien Encumbrance upon any of the properties Transferred Companies’ units, shares, capital stock, share capital or other equity securities or assets of Parent Guarantor pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, any Contract to which Parent Guarantor is (e) result in a party or by which Parent Guarantor or any of its assets is bound or subjectviolation of, or (cf) contravene require any Law authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any Order currently in effectGovernmental Authority pursuant to, such Seller Group Member’s respective charter documents, by-laws, operating agreement, memorandum of association or other constituent documents, if applicable, or any Law, any agreement, instrument, license, permit, order, judgment or decree to which such Seller Group Member is subject (other than this Agreement and the Related Agreements). With respect to such Seller Group Member, such Seller Group Member is not a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction (other than this Agreement), and such Seller Group Member has terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding Company Transactions.
Appears in 1 contract
Samples: Purchase Agreement (Trimas Corp)
Authorization; Noncontravention. Each of Parent Guarantor and Sub 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 to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent Guarantor, and Sub and the consummation by it each of them of the transactions contemplated hereby and the performance by it of its obligations hereunder have been duly authorized and approved adopted by the board of directors of each of Parent Guarantorand Sub and have been duly approved by Parent as sole shareholder of Sub. Promptly following the date of this Agreement, Parent will have approved this Agreement as the sole shareholder of Sub. No other corporate action on the part of either of Parent Guarantor or Sub is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent Guarantor and Sub and the consummation of the transactions contemplated herebyhereby (other than the filing of the appropriate merger documents as required by the VBCA and the approval of the merger by Parent, the sole Shareholder of Sub). This Agreement has been duly executed and delivered by each of Parent Guarantor and Sub and, assuming that this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent Guarantorand Sub, enforceable against each of Parent Guarantor and Sub in accordance with its terms, except that such enforcement may be limited by 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 or articles of incorporation or by-laws bylaws (or other comparable documents) of Parent Guarantoror Sub, in each case as amended to the date of this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent Guarantor under, any Contract other instrument to which Parent Guarantor or Sub is a party or by which Parent Guarantor or Sub or any of its their respective assets is bound or subject, subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.3, contravene any Law domestic or foreign Law, rule or regulation or any Order order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
Authorization; Noncontravention. Parent Guarantor 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 to consummate the transactions contemplated herebyby this Agreement, subject, in the case of the Merger, to obtaining the Company Shareholder Approval, and to comply with the provisions of this Agreement. The execution, execution and delivery and performance of this Agreement by Parent Guarantorthe Company, the consummation by it the Company of the transactions contemplated hereby by this Agreement and the performance compliance by it the Company with the provisions of its obligations hereunder this Agreement have been duly authorized and approved by the board of directors of Parent Guarantor. No other all necessary corporate action on the part of Parent Guarantor is the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by Parent Guarantor and the consummation of or to consummate the transactions contemplated herebyby this Agreement, subject, in the case of the Merger, to obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered by Parent Guarantor the Company and, assuming that this Agreement the due authorization, execution and delivery by Parent and Sub, constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent Guarantor, enforceable against Parent Guarantor the Company in accordance with its terms. The Board of Directors of the Company, except at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously adopted resolutions (i) adopting this Agreement, (ii) declaring that it is in the best interests of the Company's shareholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's shareholders in the Merger is fair to such shareholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's shareholders to be held as promptly as practicable following the date of this Agreement and (v) recommending that such enforcement may be limited by applicable bankruptcyshareholders approve this Agreement, insolvencywhich resolutions have not been modified, reorganization, moratorium supplemented or other similar laws affecting the enforcement of creditors’ rights generally, rescinded and by general equitable principlesremain in full force and effect. The execution and delivery by the Company of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict and compliance by the Company with any of the provisions of the certificate or articles of incorporation or by-laws (or other comparable documents) of Parent Guarantor, as amended to the date of this Agreement, (b) Agreement do not and will not conflict with, or result in a any violation or breach of of, or default under (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of Parent Guarantor the Company or any of its subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any Contract provision of (i) the articles of incorporation or by-laws of the Company or comparable organizational documents of any subsidiary of the Company, (ii) any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise or license to which Parent Guarantor the Company or any of its subsidiaries is a party or by which Parent Guarantor any of their respective properties or assets is subject or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to the Company or any of its assets is bound subsidiaries or subjecttheir respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or (c) contravene registration, declaration or filing with, any Law domestic or foreign governmental entity, including any Federal, state or local government or any Order currently court, administrative agency or commission or other governmental or regulatory authority or agency (each, a "Governmental Entity") is required by or with respect to the Company or any of its subsidiaries in effectconnection with the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated by this Agreement or the compliance by the Company with the provisions of this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), or similar filings under any other applicable competition, merger control, antitrust or similar law, (2) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement relating to the meeting of the shareholders of the Company to be called and convened for such shareholders to consider the approval of this Agreement (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Shareholder Agreement and the other transactions contemplated hereby and thereby, (3) the delivery to the Secretary of State of the State of Mississippi for filing in accordance with Section 79-4-11.06(b) of the MBCA of the Articles of Merger and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries is qualified to do business, (4) any filings required under the rules and regulations of the New York Stock Exchange (the "NYSE"), (5) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required as a result of the status of Parent or Sub and (6) such other consents, approvals, orders, authorizations, registrations, declarations and filings, the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to (x) have a Material Adverse Effect, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Chemfirst Inc)
Authorization; Noncontravention. Parent Guarantor (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 to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent Guarantor, the consummation by it of the transactions contemplated hereby and the performance by it of its obligations hereunder Company have been duly authorized and approved by in accordance with the board certificate of directors incorporation and bylaws of Parent Guarantorthe Company. No other corporate action on the part of Parent Guarantor the Company is necessary to authorize the execution, delivery and performance of this Agreement by Parent Guarantor the Company (other than the Stockholder Approval and the consummation filing of the transactions contemplated herebyCertificate of Merger as required by the DGCL). This Agreement has been duly executed and delivered by Parent Guarantor the Company and, assuming that this Agreement constitutes a valid and binding obligation of the CompanyParent and Merger Sub, constitutes a valid and binding obligation of Parent Guarantor, the Company enforceable against Parent Guarantor the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. principles (the “Enforceability Exceptions”).
(b) The execution and delivery of this Agreement do not, and the consummation by the Company on the Closing Date of the transactions contemplated by this Agreement will not, (ai) conflict with any of the provisions of the Company’s certificate or articles of incorporation or by-laws bylaws, (or other comparable documentsii) of Parent Guarantor, as amended subject to the date of this Agreementfilings required under the Antitrust Laws and the consents, (b) approvals, authorizations, declarations, filings and notices referred to in Section 3.4, materially conflict with, with or result in a material breach of of, or material default under (with including a material breach due to the failure to notify or without notice obtain the prior consent or lapse waiver of timeany Person), or both) or give rise to a right of terminationto modify or terminate, cancellation or acceleration of accelerate any obligation or to the loss of a any material benefit underunder any provision of any Material Contract, or (iii) result in the creation or imposition of any material Lien upon any of the properties material property or material assets of Parent Guarantor under, any Contract to which Parent Guarantor is a party either the Company or by which Parent Guarantor or any of its assets is bound or subject, the Company Subsidiaries or (civ) subject to the filings required under the Antitrust Laws and the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any Law or any Order currently in effecteffect and applicable to the Company or any Company Subsidiary.
Appears in 1 contract
Samples: Merger Agreement (Emdeon Inc.)
Authorization; Noncontravention. Parent Guarantor (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 to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent Guarantor, the consummation by it of the transactions contemplated hereby and the performance by it of its obligations hereunder Company have been duly authorized and approved by in accordance with the board certificate of directors incorporation and bylaws of Parent Guarantorthe Company. No other corporate action on the part of Parent Guarantor the Company is necessary to authorize the execution, delivery and performance of this Agreement by Parent Guarantor the Company (other than the Stockholder Approval and the consummation filing of the transactions contemplated herebyCertificate of Merger as required by the DGCL). The Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock required to approve and adopt this Agreement and approve and consummate the Merger. This Agreement has been duly executed and delivered by Parent Guarantor the Company and, assuming that this Agreement constitutes a valid and binding obligation of the CompanyParent and Merger Sub, constitutes a valid and binding obligation of Parent Guarantor, the Company enforceable against Parent Guarantor the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. .
(b) The execution and delivery of this Agreement do not, and the consummation by the Company on the Closing Date of the transactions contemplated by this Agreement will not, (ai) conflict with any of the provisions of the Company’s certificate or articles of incorporation or by-laws bylaws, (or other comparable documentsii) of Parent Guarantor, as amended subject to the date of this Agreementfilings required under the Antitrust Laws and the consents, (bapprovals, authorizations, declarations, filings and notices referred to in Section 3.4(a) and Section 3.4(b), conflict with, with or result in a breach of or default under (with including a breach due to the failure to notify or without notice obtain the prior consent or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration waiver of any obligation Person) any Material Contract, result in, require or to loss permit the creation or imposition of a benefit underany Lien upon the assets of the Company or any Company Subsidiary, or result in the creation acceleration of or create in any Lien upon party the right to accelerate, terminate, modify or cancel any of the properties or assets of Parent Guarantor under, any Contract contract to which Parent Guarantor the Company or any Company Subsidiary is a party or by which Parent Guarantor the Company, any Company Subsidiary or any of its their respective assets is bound or subject, subject or (ciii) subject to the filings required under the Antitrust Laws and the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4(a) and Section 3.4(b), contravene any domestic or foreign Law or any Order currently in effecteffect and applicable to the Company or any Company Subsidiary.
Appears in 1 contract
