AUTHORIZATION OF THE MERGER DOCUMENTS Sample Clauses

AUTHORIZATION OF THE MERGER DOCUMENTS. The execution, delivery and performance by Merger Sub and AAI of each of the Merger Documents to which it is party have been duly authorized by all requisite corporate action on the parts of Merger Sub and AAI, and each of the Merger Documents constitutes a legal, valid and binding obligation of Merger Sub and AAI, as appropriate, enforceable against it in accordance with its terms, except to the extent (a) that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
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AUTHORIZATION OF THE MERGER DOCUMENTS. The execution, delivery and performance by KCAS of each of the Merger Documents to which it is party have been duly authorized by all requisite corporate action on the part of KCAS, and each of the Merger Documents constitutes a legal, valid and binding obligation of KCAS enforceable against it in accordance with its terms except to the extent (a) that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
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AUTHORIZATION OF THE MERGER DOCUMENTS. On or before the Closing Date the execution, delivery and performance by MTRA of each of the Merger Documents to which it is party shall have been duly authorized by all requisite corporate action on the part of MTRA, and each of the Merger Documents shall constitute a legal, valid and binding obligation of MTRA enforceable against it in accordance with its terms except to the extent (a) that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
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AUTHORIZATION OF THE MERGER DOCUMENTS. (a) Simultaneously with, or prior to, the execution and delivery of this Agreement, the Sellers, being the holders of all of the shares of the capital stock of the Company, shall execute a written consent in lieu of a meeting, and Parent, as the sole shareholder of Acquisition Sub, shall execute a written consent in lieu of a meeting, each of which written consents shall include resolutions approving and adopting the Merger, this Agreement, the Related Documents and the consummation of the transactions contemplated hereby, in each case as required by the California Statute. (b) The Company shall take, and the Sellers shall cause the Company to take, as promptly as practicable, all such other actions as may be necessary or advisable under the California Statute and any other applicable Law or regulation in connection with the Merger, this Agreement or the Related Documents. The Company shall prepare and distribute any written notice or other materials relating to the shareholder action contemplated by Section 1.5(a) required to be delivered pursuant to the Company's certificate of incorporation or By-laws, the California Statute or any other Federal or state Law applicable to the Merger, this Agreement, the Related Documents or such shareholder action (collectively, the "Seller Materials"); provided, however, that Parent, Acquisition Sub and their counsel shall have a reasonable opportunity to review all Seller Materials, which shall be reasonably satisfactory in form and substance to Parent, Acquisition Sub and their counsel.
Sample 1
AUTHORIZATION OF THE MERGER DOCUMENTS. (a) Simultaneously with the execution and delivery of this Agreement, the Seller, being the holder of all of the shares of the capital stock of the Company, shall execute a written consent in lieu of a meeting, and Parent, as the sole shareholder of MergeCo, shall execute a written consent in lieu of a meeting, each of which written consents shall include resolutions approving and adopting the Merger, this Agreement, the Related Documents and the consummation of the transactions contemplated hereby, in each case as required by the DGCL and the NJBCA. (b) The Company shall take, and the Seller shall cause the Company to take, as promptly as practicable, all such other actions as may be necessary or advisable under the DGCL and the NJBCA and any other applicable Law or regulation in connection with the Merger, this Agreement or the Related Documents. Parent shall take, as promptly as practicable, all such actions as may be necessary or advisable under the DGCL and the NJBCA and any other applicable Law or regulation in connection with the Merger, this Agreement or the Related Documents.
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Related to AUTHORIZATION OF THE MERGER DOCUMENTS

  • Merger Documents The Merger Documents contain all the material terms and conditions of the Merger and are in full force and effect and there have been no amendments, variations or waivers to the Merger Documents (in whole or in part) other than amendments thereto or waivers thereunder (excluding any waiver of or as contemplated by Section 9.02(a) of the Merger Agreement) which are not material and adverse to the financing under this Agreement, the Alternative Bridge Facility Agreement or the Bridge Facility Agreement.

  • Authorization and Execution The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of such Purchaser, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement is a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser 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.

  • Authorization of the Shares The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

  • Required Authorizations There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement.

  • Authorization and Consent The Government has given its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this Agreement or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract) which is expected to exceed $100,000.

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

  • Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc (a) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.

  • Amendment of Bidding Documents 10.1 Before the deadline for submission of bids, the Employer may modify the bidding documents by issuing addenda. 10.2 Any addendum thus issued shall be part of the bidding documents and shall be communicated in writing or by cable to all the purchasers of the bidding documents. Prospective bidders shall acknowledge receipt of each addendum by cable to the Employer. 10.3 To give prospective bidders reasonable time in which to take an addendum into account in preparing their bids, the Employer shall extend as necessary the deadline for submission of bids, in accordance with Sub-Clause 20.2 below.

  • Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

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