Authorization, Validity and Effect of Agreements. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Agreement). The consummation by Buyer of the transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of Buyer, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
Appears in 2 contracts
Samples: Securities Purchase Agreement (First of Michigan Capital Corp), Securities Purchase Agreement (FMCC Acquisition Corp)
Authorization, Validity and Effect of Agreements. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (includingherein, without limitation, the Tender Offer Agreement)as applicable. The consummation by Buyer of the transactions contemplated hereby herein has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby herein to be executed by Buyer (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of Buyer, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium moratorium, fraudulent conveyance, reorganization or other similar laws relating to creditors' rights and general principles of equity, whether at equity or at law.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Newmark Homes Corp), Stock Purchase Agreement (Standard Pacific Corp /De/)
Authorization, Validity and Effect of Agreements. Buyer Such Seller has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Agreement). The consummation by Buyer such Seller of the transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of Buyersuch Seller, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
Appears in 2 contracts
Samples: Securities Purchase Agreement (FMCC Acquisition Corp), Securities Purchase Agreement (First of Michigan Capital Corp)
Authorization, Validity and Effect of Agreements. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Purchase Agreement). The consummation by Buyer of the transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of Buyer, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
Appears in 2 contracts
Samples: Tender Offer Agreement (First of Michigan Capital Corp), Tender Offer Agreement (FMCC Acquisition Corp)
Authorization, Validity and Effect of Agreements. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Agreement)and to perform its obligations hereunder and thereunder. The consummation by Buyer of the transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of Buyer, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' β rights and general principles of equity.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Cyberguard Corp)
Authorization, Validity and Effect of Agreements. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Agreement)and to perform its obligations hereunder and thereunder. The consummation by Buyer of the transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of Buyer, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Insignia Solutions PLC)
Authorization, Validity and Effect of Agreements. Buyer Seller has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Agreement)and to perform its obligations hereunder and thereunder. The consummation by Buyer Seller of the transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of BuyerSeller, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Media Sciences International Inc)
Authorization, Validity and Effect of Agreements. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Agreement)to which Buyer is a party. The consummation by Buyer of the transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hydron Technologies Inc)