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).
Appears in 2 contracts
Samples: Merger Agreement (Avantgo Inc), Merger Agreement (Avantgo Inc)
Authorization of Agreement and Other Documents. The Company execution ---------------------------------------------- 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 in connection herewith to which the Company and/or any or all of the Stockholders pursuant to the provisions of this Agreement is a party (including but not limited to the Escrow Agreement) (collectively, the "Ancillary Documents") -------------------- have been duly authorized by all necessary action the Board and no other proceedings on the ------------------- part of the Company and are necessary to authorize the execution, delivery or performance of this Agreement or any Ancillary Document, except the approval of the Merger by 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 beCompany, enforceable against the Company in accordance with their 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.
Appears in 1 contract
Samples: Merger Agreement (Petopia Com Inc)
Authorization of Agreement and Other Documents. The Company execution 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 in connection herewith to be executed and delivered by which the Company and/or any or all of is a party (collectively, the Stockholders pursuant to "Company Ancillary Documents"; the provisions of this Agreement (including but not limited to iOwn Ancillary Documents --------------------------- and the Escrow Agreement) (Company Ancillary Documents, collectively, the "Ancillary Documents") ), ------------------- have been duly authorized by all necessary action the Board of Directors of the Company and no other proceedings on the ------------------- part of the Company and or its Stockholders are necessary to authorize the execution, delivery or performance of this Agreement or any Ancillary Document, except the approval of the Merger by the Stockholders, as the case may be. 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 or the Stockholders, as the case may beCompany, enforceable against the Company in accordance with their 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).
Appears in 1 contract
Samples: Merger Agreement (Iown Holdings Inc)