Authorization of the Merger Agreement Sample Clauses

Authorization of the Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by the Allscripts Parties and, to the knowledge of the Company, Target, and constitutes a valid and legally binding agreement of the Allscripts Parties and, to the knowledge of the Company, Target, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.
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Authorization of the Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by the AMB REIT and the AMB Operating Partnership and constitutes a valid and binding agreement of the AMB REIT and the AMB Operating Partnership, enforceable against each of the AMB REIT and the AMB Operating Partnership in accordance with its terms. (p)
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Authorization of the Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by ProLogis and constitutes a valid and binding agreement of ProLogis, enforceable against ProLogis in accordance with its terms.
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Authorization of the Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by the PLD Parent and the PLD Operating Partnership and constitutes a valid and binding agreement of the PLD Parent and the PLD Operating Partnership, enforceable against each of the PLD Parent and the PLD Operating Partnership in accordance with its terms, except as the enforcement thereof may be limited by the Enforceability Exceptions. To the knowledge of the PLD Operating Partnership, no party is in breach of its representations, warranties, or covenants contained in the Merger Agreement, except as any such breach of covenants would not have a material adverse effect on the consummation of the Merger.
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Authorization of the Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by the Liberty Parent and Liberty and constitutes a valid and binding agreement of the Liberty Parent and Liberty, enforceable against each of the Liberty Parent and Liberty in accordance with its terms, except as the enforcement thereof may be limited by the Enforceability Exceptions.
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Authorization of the Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by the EQT Entities party thereto and constitutes a valid and binding agreement, enforceable against the EQT Entities party thereto in accordance with its terms; provided that the enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law) and (B) public policy, any applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
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Authorization of the Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by the Delaware EQT Entities party thereto.
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Authorization of the Merger Agreement. The Merger Agreement was duly authorized by the Company and Merger Sub prior to its execution, and constitutes a valid and binding agreement of the Company and Merger Sub, enforceable against the Company and Merger Sub in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Merger Sub is a wholly-owned subsidiary of the Company and, except as disclosed in the General Disclosure Package and the Final Prospectuses, the Company is not aware of any reason why the UAP Acquisition will not be completed as contemplated by the Merger Agreement, subject to the conditions set forth in the Merger Agreement. The Merger Agreement conforms in all material respects to the description thereof in the General Disclosure Package and the Final Prospectuses.
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Authorization of the Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by the Issuer and constitutes a valid and legally binding agreement of the Issuer, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
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Related to Authorization of the Merger Agreement

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • of the Merger Agreement Section 2.26 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • Closing and Effective Time of the Merger The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts time, on the fifth (5th) Business Day following the satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At the Closing, the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

  • Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

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