Authorization of Agreement and Other Documents. The execution and delivery of this Agreement and the other documents executed or to be executed in connection herewith to which the Company is a party (collectively, the "Company Ancillary Documents"), have been duly authorized by the Board of Directors of the Company and no other corporate or stockholder approvals are necessary to authorize the execution, delivery or performance of this Agreement or any Company Ancillary Document, except the approval of the Merger by the Stockholders. This Agreement is, and, as of the Closing Date, each of the Company Ancillary Documents will be, a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting enforcement of creditors' rights generally, and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity) and subject to the receipt of Stockholder approval of the Merger.
Authorization of Agreement and Other Documents. The Company and ---------------------------------------------- each of the Stockholders have full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the other agreements and documents executed and delivered or to be executed and delivered by the Company and/or any or all of the Stockholders pursuant to the provisions of this Agreement (including but not limited to the Escrow Agreement) (collectively, the "Ancillary Documents") have been duly authorized by all necessary action on the ------------------- part of the Company and the Stockholders, as the case may be. This Agreement is, and, as of the Closing Date, each of the Ancillary Documents will be, a valid and binding obligation of the Company or the Stockholders, as the case may be, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting enforcement of creditors' rights generally, and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
Authorization of Agreement and Other Documents. The execution and delivery of this Agreement and the other documents executed or to be executed in connection herewith to which Watsxx xx Watsxx Xxx is a party (collectively, the "Watsxx Xxxillary Documents"), have been duly authorized by the Board of Directors of each of Watsxx xxx Watsxx Xxx and no other proceedings on the part of Watsxx xx Watsxx Xxx or their stockholders are necessary to authorize the execution, delivery or performance of this Agreement or any Watsxx Xxxillary Document. This Agreement is, and, as of the Closing Date, each of the Watsxx Xxxillary Documents will be, a valid and binding obligation of Watsxx xxx/or Watsxx Xxx, as the case may be, enforceable against Watsxx xxx/or Watsxx Xxx, as the case may be, in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting enforcement of creditors' rights generally, and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
Authorization of Agreement and Other Documents. The execution and delivery of this Agreement and the Ancillary Documents, and the consummation by Seller and Parent of the transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors and sole shareholder of Seller and by the Board of Directors of Parent and no other proceedings on the part of Seller or Parent are necessary to authorize the execution, delivery or performance of this Agreement or any Ancillary Document. This Agreement has been duly and validly executed and delivered and is, and, as of the Closing Date, each of the Ancillary Documents will be duly and validly executed and delivered and will constitute, a valid and binding obligation of Seller and Parent, to the extent each is a party thereto, enforceable against Seller and Parent, to the extent each is a party thereto, in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting enforcement of creditors' rights generally, and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
Authorization of Agreement and Other Documents. Each of Buyer and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of Buyer or Merger Sub. This Agreement has been duly executed and delivered by each of Buyer and Merger Sub and, assuming due execution by the Company, constitutes the legal, valid and binding obligation of Buyer and Merger Sub enforceable against Buyer and Merger Sub in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). Buyer has approved the execution, delivery and performance of this Agreement in its capacity as sole shareholder of Merger Sub. No other action on the part of Buyer or its shareholders or Merger Sub is necessary for the execution, delivery and performance of this Agreement by either Buyer or Merger Sub.
Authorization of Agreement and Other Documents. The execution and delivery of this Agreement, the Escrow Agreement, the Employment Agreement, the Lease and the other documents executed in connection herewith to which any Seller is a party (collectively, the "Seller Ancillary Documents"), have been duly authorized by the Board of Directors and stockholders, of each of the Selling Entities, to the extent each is a party thereto, and no other proceedings on the part of each of the Selling Entities or their respective affiliates are necessary to authorize the execution, delivery or performance of this Agreement or any Seller Ancillary Document. Each of Lines, Xxxxxxxx, Trust I and Trust II have all the requisite power and authority to enter into this Agreement and each of the Seller Ancillary Documents, to the extent each is a party thereto. This Agreement and each of the Seller Ancillary Documents to which any of the Sellers is a party, has been duly executed by a duly authorized officer of such Seller, to the extent each is a party thereto. This Agreement and each of the Seller Ancillary Documents to which any of the Sellers is a party is a valid and binding obligation of such Seller, to the extent each is a party thereto, enforceable against such Seller in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting enforcement of creditors' rights generally, and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
Authorization of Agreement and Other Documents. (a) The execution and delivery of this Agreement and the other Documents to which FRI or any FRI Subsidiary is a party, and the performance of their respective obligations hereunder or thereunder and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and no other proceedings on the part of FRI, any of the FRI Subsidiaries or any of their respective stockholders or Affiliates are necessary to authorize this Agreement, the Merger or the other Documents. This Agreement is and, as of the Effective Time, each of the Documents to which FRI or any of the FRI Subsidiaries is a party will be, a valid and binding obligation of FRI or such FRI Subsidiary, as the case may be, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting enforcement of creditors' rights generally, and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
(b) FRI and each of the FRI Subsidiaries has full power and authority to execute and deliver each of the Documents to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Authorization of Agreement and Other Documents. (a) The execution and delivery of this Agreement and the other Documents to which KKR or any KKR Subsidiary is a party, and the performance of their respective obligations hereunder or thereunder and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and no other proceedings on the part of KKR, any of the KKR Subsidiaries or any of their respective stockholders or Affiliates are necessary to authorize this Agreement, the Merger or the other Documents, except for the approval of this Agreement and the Merger by the KKR stockholders as required by the DGCL. This Agreement is and, as of the Effective Time, each of the Documents to which KKR or any of the KKR Subsidiaries is a party will be, a valid and binding obligation of KKR or such KKR Subsidiary, as the case may be, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting enforcement of creditors' rights generally, and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
(b) KKR and each of the KKR Subsidiaries has full power and authority to execute and deliver each of the Documents to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
(c) KKR has received an opinion from Sutro & Co. Incorporated to the effect that the financial terms of the Merger are fair to KKR's stockholders.
Authorization of Agreement and Other Documents. The execution ---------------------------------------------- and delivery of this Agreement and the other documents executed or to be executed in connection herewith to which AvantGo or AvantGo Sub is a party (including, but not limited to, the Escrow Agreement and the Employment Agreements) (collectively, the "AvantGo Ancillary Documents") have been duly --------------------------- authorized by the Board of Directors of AvantGo and AvantGo Sub and no other proceedings on the part of AvantGo or AvantGo Sub or their respective stockholders are necessary to authorize the execution, delivery or performance of this Agreement or any AvantGo Ancillary Document. This Agreement is, and, as of the Closing Date, each of the AvantGo Ancillary Documents will be, a valid and binding obligation of AvantGo and/or AvantGo Sub to the extent each is a party thereto, enforceable against AvantGo and/or AvantGo Sub to the extent each is a party thereto in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting enforcement of creditors' rights generally, and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
Authorization of Agreement and Other Documents. The execution and delivery of this Agreement and the Watsxx Xxxillary Documents and the consummation by Watsxx xx the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Watsxx xxx no other proceedings on the part of Watsxx xx its stockholders are necessary to authorize the execution, delivery or performance of this Agreement or any Watsxx Xxxillary Document. This Agreement has been duly and validly executed and delivered and is, and, as of the Closing Date, each of the Watsxx Xxxillary Documents will be duly and validly executed and delivered and will constitute, a valid and binding obligation of Watsxx xxxorceable against Watsxx xx accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting enforcement of creditors' rights generally, and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
