Authorization of the Company. All corporate action on the part of the Company necessary for the authorization, execution, delivery and performance of this Agreement by the Company and for the authorization, issuance and delivery of the Class A Common Units being sold under this Agreement, has been taken. This Agreement, when executed and delivered by all parties hereto, shall constitute the valid and legally binding obligation of the Company and shall be enforceable against the Company in accordance with its terms, except to the extent enforceability may be limited by bankruptcy laws, insolvency laws, reorganization laws, moratorium laws or other laws affecting creditors' rights generally and except to the extent enforceability may be limited by general equitable principles.
Authorization of the Company. The Company has all requisite corporate power and capacity to enter into this Agreement, and the other Operative Documents to which it is a party and to perform the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each other Operative Document to which it is a party has been duly authorized by all necessary corporate action of the Company, and this Agreement has been, and at the Closing Time the other Operative Documents to which the Company is a party will have been, duly executed and delivered by the Company and this Agreement is, and at the Closing Time the other Operative Documents to which the Company is a party will remain (or will, upon execution and delivery in accordance with the terms hereof, be) a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and except as limited by the application of equitable remedies which may be granted in the discretion of a court of competent jurisdiction and that enforcement of the rights to indemnity and contribution set out in this Agreement and the Operative Documents (as the case may be) as may be limited by applicable law.
Authorization of the Company. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement has been authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith.
Authorization of the Company. The Board of Directors and the stockholders of the Company shall, to the extent required by applicable law, have approved this Agreement. Certified copies of the Company's Board of Directors minutes authorizing the transactions contemplated by this Agreement shall have been delivered to Buyer.
Authorization of the Company. All corporate action has been taken on the part of EPI and its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated by this Agreement and the consummation of the transactions contemplated herein and therein, and for the authorization, issuance and delivery of the Shares, including the adoption of resolutions by the Board of Directors of the Company. This Agreement and each other agreement or instrument of EPI contemplated hereby, when executed and delivered, shall constitute the legal, valid and binding obligation of EPI, enforceable against EPI in accordance with its respective terms. EPI has full power and authority to deliver this Agreement and all of the other agreements and instruments contemplated by this Agreement to be executed and delivered, to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. Neither the execution, delivery or performance by EPI of this Agreement or any of the other agreements and instruments contemplated hereby will violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, any provision of law, any order of any court or governmental agency, the Articles of Incorporation or Bylaws of EPI or any provision of any indenture, agreement or other instrument to which EPI or any of its properties or assets is bound, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of EPI.
Authorization of the Company. Each Investor hereby appoints, and shall appoint, any person(s) designated by the board of the Company as the Investor’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution,
(a) to receive the Notes, to execute in the Investor’s name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Investor, including this Agreement and the attachments hereto, in connection with the subscription for the Notes;
(b) to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants, conditions or other terms for the Investor’s benefit contained in this Agreement or any ancillary or related document;
(c) to terminate, prior to the Initial Closing, this Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Company in its sole discretion may determine, acting reasonably;
(d) to vote all voting securities held by the Investor; and
(e) to execute and deliver on behalf of the Investor all documents, instruments, and agreements necessary or requested by the Company or its underwriters, including any customary lock-up agreement in a Go-Public Transaction. EACH INVESTOR HEREBY GRANTS TO THE COMPANY OR ITS DESIGNEE AN IRREVOCABLE PROXY AND POWER OF ATTORNEY TO VOTE ALL VOTING SECURITIES OF THE COMPANY NOW OR HEREAFTER OWNED OR CONTROLLED BY EACH OF THEM AT ANY ANNUAL OR SPECIAL MEETING OF THE MEMBERS OR STOCKHOLDERS OF THE COMPANY, OR BY WRITTEN CONSENT IN LIEU OF SUCH A MEETING. EACH INVESTOR ACKNOWLEDGES AND AGREES THAT THE PROXY AND POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION IS COUPLED WITH AN INTEREST AND SHALL SURVIVE THE DEATH, DISABILITY, INCAPACITY, DISSOLUTION, BANKRUPTCY, INSOLVENCY OR TERMINATION OF SUCH INVESTOR AND THE TRANSFER OF ALL OR ANY PORTION OF SUCH INVESTOR’S SHARES AND SHALL EXTEND TO SUCH INVESTOR’S HEIRS, SUCCESSORS, ASSIGNS, AND PERSONAL REPRESENTATIVES 8. Closing Conditions; Covenants of the Company.
Authorization of the Company. The Company has full power and authority (including full corporate power and authority), and has taken all corporate action necessary, to own, lease and operate the Assets, to conduct the Business as it is presently being conducted, and to conduct the business of the Hoffman Division as conducted prior to thx xxxxxtiveness of the Separation Agreement. The Company has not conducted any business other than the business relating to the Federal Division (including the operation of TCAAP), the Hoffman Division and the Subsidiaries of xxx Xxxpany.
Authorization of the Company. The execution, delivery and performance by the Company of this Agreement has been duly authorized by all requisite corporate action by the Company; and this Agreement has been duly executed and delivered by the Company and constitutes its valid and binding obligation, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance by the Company of this Agreement, the issuance, sale and delivery of the Shares and the consummation of the transactions contemplated by this Agreement by the Company will not (i) violate any provision of law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to the Company or its properties or assets, except for such violations which are not reasonably likely to have a Material Adverse Effect, (ii) conflict with or result in any breach (with or without the giving of notice or passage of time) of any of the terms, conditions or provisions of, or constitute a default, or result in the creation of any material lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under any note, indenture, mortgage, lease agreement or other material contract, agreement or instrument to which the Company is a party or by which it or any of its property is bound or affected (except for such conflicts or breaches as to which requisite waivers and consents have been obtained and except for such conflicts or breaches which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect), or (iii) conflict with the Articles of Incorporation or By-laws of the Company (in each case as amended to the date hereof). No authorization, approval, consent or order of any court or governmental authority or agency is necessary in connection with the issuance of the Shares hereunder, except as may be required under Blue Sky laws or except for such as have been obtained. The Shares have duly authorized and upon the issuance, sale and delivery of the Shares, the Shares will be validly issued and outstanding, fully paid and nonassessable, not subject to preemptive or any other rights of the stockholders of the Company, or others and free and clear of any and all liens and encumbrances.
Authorization of the Company. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s power and have been duly authorized by all necessary action on the part of the managers and/or members of the Company. This Agreement constitutes (assuming the due execution and delivery by each of the other parties hereto) the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law).
Authorization of the Company. All corporate action on the part of the Company and its officers, directors and shareholders necessary for the authorization, execution and delivery of the Transaction Documents to which it is a party, the performance of all its obligations hereunder and thereunder and the transfer of the Centrasia Shares being sold hereunder, has been taken or will be taken prior to the Closing, including, without limitation, waiver of all rights of first offer or refusal, if any.
