Authorization of Merger. All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Company.
Authorization of Merger. All actions necessary to authorize the ----------------------- execution, delivery and performance of this Agreement and the Agreement of Merger by GBB and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Board of Directors of GBB, as required by applicable law, and GBB shall have full power and right to merge pursuant to the Agreement of Merger.
Authorization of Merger. All action necessary to authorize the execution, delivery and performance of the Transaction Documents by Parent, the execution, delivery and performance of this Agreement and the Plan of Merger by Acquisition Sub, and the consummation of the transactions contemplated hereby and by the Plan of Merger shall have been duly and validly taken by the board of directors of Parent and Acquisition Sub and by Parent as the sole shareholder of Acquisition Sub, and the Company shall have received copies of all such resolutions certified by the respective Secretary of Parent and Acquisition Sub.
Authorization of Merger. (a) As of the Mailing Date, all action necessary to authorize the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Board of Directors and the Parent shall have received copies of all resolutions evidencing same certified by the Secretary of the Company. The Company shall have full power and right to effect the Merger on the terms provided herein.
(b) As of the Mailing Date, all action necessary to authorize the execution, delivery and performance of the Transaction Documents by each Principal Shareholder, with respect to himself/itself, and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by each of the Principal Shareholders, with respect to himself/itself, and the Parent shall have received copies of all resolutions evidencing same certified by the Secretary of the Company. The Principal Shareholders shall have full power and right to effect the Merger on the terms provided herein.
(c) As of the Effective Time, all action necessary to authorize the execution, delivery and performance of the Transaction Documents by the Shareholders and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Shareholders, and the Parent shall have received copies of all resolutions evidencing same certified by the Secretary of the Company. The Shareholders of the Company shall have full power and right to effect the Merger on the terms provided herein.
Authorization of Merger. 58 10.4 CERTIFICATE..................................................................58 10.5
Authorization of Merger. All corporate action necessary by Harbinger to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement shall have been duly and validly taken.
Authorization of Merger. (a) All corporate action ------------------------ necessary by Acquisition Sub and Parent to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken, and Acquisition Sub shall have full right and power to merge on the terms provided herein. The Company's stockholders shall have approved the Merger at the Special Meeting called for that purpose.
(b) All consents, approvals and authorizations from third Persons and Governmental Authorities identified on Schedule 2.05 required to consummate the transactions contemplated by this Agreement shall have been obtained.
(c) All applicable waiting periods under the HSR Act shall have expired or been terminated.
Authorization of Merger. All actions necessary to authorize the execution, delivery and performance of this Agreement and the Agreement of Merger by CWSG and Water Company and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the respective Boards of Directors and Water Company shall have full power and right to merge pursuant to the Agreement of Merger.
Authorization of Merger. 44 11.3. Absence of Certain Changes................................................. 44 11.4.
Authorization of Merger. This Agreement and the consummation of the transactions contemplated hereby shall have been duly approved and adopted by the requisite affirmative vote of the stockholders of the Parent, in accordance with applicable law and the rules and regulations of the National Association of Securities Dealers, Inc.
