Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the Target has full power and authority (including full corporate power and authority) and has taken all corporate actions necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Aris Corp/), Merger Agreement (Fine Com International Corp /Wa/), Agreement and Plan of Merger (Aris Corp/)

AutoNDA by SimpleDocs

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary to authorize the execution and delivery of deliver this Agreement and the performance of to perform its obligations hereunder; provided, however, that Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 5 contracts

Samples: Merger Agreement (Myecheck, Inc.), Merger Agreement (Myecheck, Inc.), Merger Agreement (Myecheck, Inc.)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary to authorize the execution and delivery of deliver this Agreement and the performance of to perform its obligations hereunder; provided, however, that the Target cannot consummate the Share exchange unless and until it receives the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 4 contracts

Samples: Share Exchange Agreement (GTM Holdings Inc), Share Exchange Agreement (Innovative Technology Systems Inc/Fl), Share Exchange Agreement (Internet Multi-Media Corp)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary to authorize the execution and delivery of deliver this Agreement and the performance of to perform its obligations hereunder; provided, however, that the Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 4 contracts

Samples: Merger Agreement (Global E Tutor Inc), Merger Agreement (Second Cma Inc), Merger Agreement (Dollar Maker Inc)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary to authorize the execution and delivery of deliver this Agreement and the performance of to perform its obligations hereunder; provided, however, that the Target cannot consummate the Merger unless and until it receives the Requisite Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 4 contracts

Samples: Merger Agreement (Century Park Pictures Corp), Merger Agreement (Knowledge Foundations Inc/De), Merger Agreement (Century Park Pictures Corp)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the Target has full power and authority (including full corporate or other entity power and authority) to execute and has taken all corporate actions necessary deliver this Agreement and to authorize perform its obligations hereunder. Without limiting the execution generality of the foregoing, the board of directors of Target and delivery Target Stockholders have duly authorized the execution, delivery, and performance of this Agreement and the performance of its obligations hereunderby Target. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 4 contracts

Samples: Reorganization and Asset Acquisition Agreement, Asset Purchase Agreement, Reorganization and Asset Acquisition Agreement (Green 4 Media, Inc.)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary to authorize the execution and delivery of deliver this Agreement and the performance of to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Idial Networks Inc), Merger Agreement (Nucleus Inc), Merger Agreement (Nucleus Inc)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary to authorize the execution and delivery of deliver this Agreement and the performance of to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions. The Target need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Stock for Stock Exchange Agreement (Vincera, Inc.), Stock for Stock Exchange Agreement (Vincera, Inc.)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) authority to execute and has taken all corporate actions necessary to authorize the execution and delivery of deliver this Agreement and the performance of to perform its obligations hereunder; provided, however, that the Target cannot consummate the Merger unless and until it receives the Requisite Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 2 contracts

Samples: Merger Agreement (California Investment Fund LLC), Merger Agreement (California Investment Fund LLC)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary to authorize deliver the execution and delivery of this Agreement and the performance of to perform its obligations hereunderthereunder. This The Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 2 contracts

Samples: Merger Agreement (Flegel S Leslie), Merger Agreement (Source Information Management Co)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary deliver this Agreement and to authorize perform its obligations hereunder; provided, however, that the execution Target cannot consummate the Merger unless and delivery until it receives the Requisite Target Stockholder Approval and approval of this Agreement and the performance of its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.by

Appears in 2 contracts

Samples: Merger Agreement (Incara Pharmaceuticals Corp), Merger Agreement (Incara Pharmaceuticals Corp)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary deliver this Agreement and to authorize perform its obligations hereunder. Without limiting the execution generality of the foregoing, the board of directors of the Target and delivery the Target Stockholders have duly authorized the execution, delivery, and performance of this Agreement and by the performance of its obligations hereunderTarget. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mim Corp)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, Each of the Target and the Target Stockholders has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary to authorize the execution and delivery of deliver this Agreement and the performance of its to perform their respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation obligations of the TargetTarget and the Target Stockholders, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Merger Agreement (Nucleus Inc)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary deliver this Agreement and to authorize perform its obligations hereunder. Without limiting the execution generality of the foregoing, the board of directors of the Target and delivery the Shareholder have duly authorized the execution, delivery, and performance of this Agreement and by the performance of its obligations hereunderTarget. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sykes Enterprises Inc)

AutoNDA by SimpleDocs

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary to authorize the execution and delivery of deliver this Agreement and the performance of to perform its obligations hereunder, subject to the Requisite Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable against it in accordance with its terms and conditions.

Appears in 1 contract

Samples: Merger Agreement (Stericycle Inc)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary deliver this agreement and to authorize the execution and delivery of this Agreement and the performance of perform its obligations hereunder; provided, however, that the Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approval. This Agreement agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Merger Agreement (Village Ii Acquisition Corp)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary deliver this Agreement and to authorize perform its obligations hereunder. Without limiting the execution generality of the foregoing, the board of directors of the Target and delivery the Target Stockholders have each duly and unanimously approved the Merger and authorized the execution, delivery, and performance of this Agreement and by the performance of its obligations hereunderTarget. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Merger Agreement (Saxton Inc)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary to authorize the execution and delivery of deliver this Agreement and the performance of to perform its obligations hereunderhereunder and has received the Requisite Member Approval concurrent with execution of this Agreement. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Merger Agreement (NB Manufacturing, Inc.)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the Each Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary deliver this Agreement and to authorize perform its obligations hereunder. Without limiting the execution generality of the foregoing, the board of directors of each Target and delivery each Stockholder have duly authorized the execution, delivery, and performance of this Agreement and by the performance of its obligations hereunderTargets. This Agreement constitutes the valid and legally binding obligation of the each Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Purchase Agreement

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary to authorize the execution and delivery of deliver this Agreement and the performance of to perform its obligations hereunder; provided, however, that the Target cannot consummate the Merger unless and until it receives the approval of its shareholders. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (First Cash Financial Services Inc)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, and each of the Target Shareholders has full power and authority (including full corporate power to execute and authority) and has taken all corporate actions necessary to authorize the execution and delivery of deliver this Agreement and the performance of to perform his and its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Shareholder and Target, enforceable in accordance with its terms and conditions. Neither the Shareholders nor Target need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Careerengine Network Inc)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, Each of the Target and the Stockholders has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary deliver this Agreement and to authorize perform its obligations hereunder. Without limiting the execution generality of the foregoing, the board of directors of the Target and delivery the Stockholders have duly authorized the execution, delivery, and performance of this Agreement and by the performance of its obligations hereunderTarget. This Agreement constitutes the valid and legally binding obligation of the TargetTarget and the Stockholders, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Merger Agreement (Claimsnet Com Inc)

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the The Target has full power and authority (including full corporate power and authority) to execute and has taken all corporate actions necessary to authorize the execution and delivery of deliver this Agreement and the performance of to perform its obligations hereunder; provided, however, that the Target cannot consummate the Merger unless and until it receives the Requisite Member Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Merger Agreement (Aabb Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!