Authorization of Agreement; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly, validly and unanimously approved by the Company Board. The Company Board (at a meeting duly called and held) has, by the unanimous vote of all directors of the Company, made the Company Board Recommendation and taken the other actions described in Section 1.2(a) and such board resolutions have not been amended, withdrawn or rescinded in any way. The Company Board has taken all actions necessary so that the provisions of Section 607.0901 of the FBCA and the voting restrictions contained in Section 607.0902 of the FBCA will not apply with respect to or as a result of the Offer, the Merger, this Agreement, the Support Agreements and the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law.
(b) None of (i) the execution, delivery or performance of this Agreement or the Support Agreements, (ii) the purchase of the shares of Company Common Stock tendered pursuant to the Offer, (iii) the compliance by the Company with the provisions of this Agreement or (iv) the consummation of the Merger and the other transactions contemplated by this Agreement, will, directly or indirectly, (with or without notice or lapse of time, or both) (A) contravene, conflict with, or result in any violation or breach of (1) any provision of the Company Articles or Company Bylaws or comparable governing documents of the Company Subsidiaries, or (2) any resolution adopted by the Company’s shareholders, the Company Board, or any committee of the Company Board, (B) assuming t...
Authorization of Agreement; No Violation. The board of directors of Xxxxx has duly authorized the execution and delivery of this Agreement and the Other Transaction Documents and the consummation of the other transactions contemplated hereby. Xxxxx has delivered to Seller true and complete copies, certified by Xxxxx’s Secretary, of the resolutions which have been adopted by its board of directors authorizing such execution and delivery and the purchase of the Assets, and the consummation of such other transactions. Neither the execution, delivery or performance of this Agreement or the Other Transaction Documents nor the consummation of any of the transactions provided for hereby or thereby (including, without limitation, the issuance of the Stock and the True Up Shares and the issuance, execution and delivery of the Stock Certificates) (i) will violate or conflict with the amended and restated articles of incorporation or amended and restated by-laws of Buyer, (ii) will conflict with or result in any breach of or default under any provision of any contract or agreement of any kind to which Buyer is a party or by which Buyer is bound or to which any property or asset of Buyer is subject, (iii) is prohibited by or requires Buyer to obtain or make any consent, authorization, approval, registration or filing under any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority, or of any other person or (iv) will result in the creation or imposition of any lien, claim, charge, restriction, equity or encumbrance of any kind whatsoever upon or give to any other person any interest or right (including any right of termination or cancellation) in or with respect to any of the properties, assets, business, agreements or contracts of Buyer.
Authorization of Agreement; No Violation. The execution, delivery, and performance by Borrower of this Agreement and of the Loan Documents (i) are within the Borrower's powers, (ii) have been duly authorized by all necessary action, and (iii) do not violate or create a default under any Requirement of Law, the Borrower's Certificate of Incorporation and By-Laws or any Contractual Obligation binding on or affecting the Borrower or its property (other than any violation or default that would not constitute a Material Adverse Change).
Authorization of Agreement; No Violation. This Agreement has been duly executed and delivered by EOG. EOG has the full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by EOG of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of EOG. Without limiting the generality of the foregoing, this Agreement and the transactions contemplated hereby have been unanimously approved by the Board of Directors of EOG and have been unanimously recommended to the Board of Directors by the Special Committee. Except as disclosed in Section 4.3 of the EOG Disclosure Schedule, neither the execution and delivery by EOG of this Agreement nor the consummation by EOG of the transactions contemplated hereby will conflict with, result in a breach, default or violation of, or require the consent of any third party under,
(a) the terms, provisions or conditions of the certificate of incorporation or bylaws or other organizational documents of EOG or any of its Subsidiaries;
(b) any judgment, decree or order or any Law to which EOG or any of its Subsidiaries is a party or is subject that would, or would reasonably be expected to, have a Material Adverse Effect on the Acquired Companies, taken as a whole, or EOG; or
(c) any material contract, agreement, lease, license or other arrangement to which EOG or one of its Subsidiaries is a party or by which it or one of its Subsidiaries, or any of their respective properties, is bound that would, or would reasonably be expected to, have a Material Adverse Effect on EOG or the Acquired Companies, taken as a whole.
Authorization of Agreement; No Violation. Buyer's Board of Directors has duly authorized the execution and delivery of this Agreement and the purchase and the consummation of the other transactions contemplated hereby. Buyer has delivered to Seller a true and complete copy, certified by its Secretary, of the resolutions, which have been duly adopted by its Board of Directors authorizing such execution and delivery and such purchase and the consummation of such other transactions. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby constitute the valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms. Neither the execution, delivery or performance of this Agreement by Buyer nor the consummation of any of the transactions contemplated hereby (i) will violate or conflict with any provision of the Certificate of Incorporation or Bylaws of Buyer or (ii) will result in any breach of or default under any provision of any contract or agreement of any kind to which Buyer is a party or by which Buyer is bound or to which the properties or assets of Buyer are subject. Buyer has delivered to Seller copies of its Certificate of Incorporation and all amendments thereto and a copy of its Bylaws, which are true and complete copies of such instruments as in effect on the date of this Agreement. All consents, approvals, authorizations and other requirements prescribed by any law, rule or regulation which must be obtained or satisfied by the Buyer and which are necessary for the consummation of the transactions contemplated by this Agreement have been, or will be prior to the Closing Date, obtained and satisfied.
Authorization of Agreement; No Violation. Buyer’s Board of Managers has duly authorized the execution and delivery of this Agreement and the purchase and the consummation of the other transactions contemplated hereby. Buyer has delivered to Seller a true and complete copy, certified by its Secretary, of the resolutions which have been duly adopted by its Board of Managers authorizing such execution, delivery or performance of this Agreement by Buyer. Neither the execution of this Agreement nor the consummation of any of the transaction contemplated hereby (i) will violate or conflict with any provision of the Articles of Organization or Operating Agreement of Buyer or (ii) will result in any breach of or default under any provisions of any contract or agreement of any kind to which Buyer is a party or by which Buyer is bound or to which the properties or assets of Buyer are subject. Buyer has delivered to Seller copies of its Articles of Organization and all amendments thereto and a copy of its Operating Agreement, which are true and complete copies of such instruments as in effect on the date of this Agreement.
Authorization of Agreement; No Violation. The Seller has all necessary power and authority to execute, deliver and perform this Agreement and to consummate the sale of the shares of Common Stock owned by the Seller and the other transactions contemplated by this Agreement. This Agreement has been duly executed by or on behalf of the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions provided for in this Agreement (i) will result in any breach of or default under any provision of any contract or agreement of any kind to which the Seller is a party or by which the Seller is bound or to which any property or asset of the Seller is subject; (ii) is prohibited by or, except for the filing with the Securities and Exchange Commission (the SEC) of a Form 4 and/or an amendment to the Sellers Schedule 13D, requires the Seller to obtain or make any consent, authorization, approval, registration or filing under any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority, or of any other person.
Authorization of Agreement; No Violation. The Buyer has all necessary power and authority to execute, deliver and perform this Agreement and to consummate the purchase of the shares of Common Stock owned by the Seller and the other transactions contemplated by this Agreement. This Agreement has been duly executed by or on behalf of the Buyer and constitutes the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions provided for in this Agreement (i) will result in any breach of or default under any provision of any contract or agreement of any kind to which the Buyer is a party or by which the Buyer is bound or to which any property or asset of the Buyer is subject; (ii) is prohibited by or, except for the filing with the SEC of a Form 4 and/or an amendment to the Buyer's Schedule 13D, requires the Buyer to obtain or make any consent, authorization, approval, registration or filing under any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority, or of any other person; (iii) will cause any acceleration of maturity of any note, instrument or other obligation to which the Buyer is a party or by which the Buyer is bound or with respect to which the Buyer is an obligor or guarantor; or (iv) will result in the creation or imposition of any lien, claim, charge, restriction, equity or encumbrance of any kind whatever upon or give to any other person any interest or right (including any right of termination or cancellation) in or with respect to any of the properties, assets, business, agreements or contracts of the Buyer.
Authorization of Agreement; No Violation. The execution, delivery and performance of this Agreement and the sale, assignment, transfer and delivery of the Purchased Stock to be sold, assigned, transferred and delivered by Seller have been duly and validly authorized by all necessary corporate action of Seller. This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. No consent, license, approval, permit or authorization of, or registration or filing with, any governmental authority or third party is required to be obtained or made by Seller in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except for such as have been heretofore obtained or made.
Authorization of Agreement; No Violation. The execution, delivery and performance of this Agreement and the purchase of the Purchased Stock have been duly and validly authorized by all necessary corporate action of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Seller, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. No consent, license, approval, permit or authorization of, or registration or filing with, any governmental authority or third party is required to be obtained or made by the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
