Authorization; Validity and Effect of Transaction Documents Sample Clauses

Authorization; Validity and Effect of Transaction Documents. The execution and delivery of this Agreement and all other Transaction Documents by each of Buyer and Newco, and the consummation by it of the Transactions, have been duly authorized by all requisite corporate action. This Agreement constitutes, and all other Transaction Documents to be executed and delivered by Buyer, when executed and delivered pursuant hereto, will constitute, the valid and legally binding obligations of Buyer, enforceable in accordance with their respective terms. The execution and delivery of this Agreement and the other Transaction Documents does not, and the consummation of the Transactions will not, (i) require the consent of any third party, (ii) violate any statute or law or any rule, regulation, order, writ, injunction, arbitration award or decree of any Governmental Authority or require any authorization, consent, approval, exemption or other action by or notice to any Governmental Authority, (iii) result in the breach of any term or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or result in the creation or imposition of any Lien upon any part of the property of Buyer pursuant to any provision of, any material contract, indenture, mortgage, lease, license, Lien, or other agreement or instrument to which Buyer is a party or by which it is bound, or (iv) violate or conflict with any provision of the bylaws or articles of incorporation of Buyer, as amended to the date of this Agreement.
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Authorization; Validity and Effect of Transaction Documents. The execution and delivery of this Agreement and all other Transaction Documents (as defined herein) by Seller, and the consummation by it of the transactions contemplated hereby and thereby (the "Transactions"), have been duly authorized by all requisite corporate action (subject to receipt of approval of the Unico Common Holders of this Agreement and the Plan of Merger). This Agreement constitutes, and all other agreements and documents contemplated hereby (the "Transaction Documents"), which are to be executed and delivered by Seller, when executed and delivered pursuant hereto, will constitute the valid and legally binding obligations of Seller, enforceable in accordance with their respective terms (subject to receipt of approval of the Seller's shareholders of this Agreement and the Plan of Merger). The execution and delivery of this Agreement and any other Transaction Document does not, and the consummation of the Transactions will not: (i) require the consent of any third party (other than the approval of the Seller's shareholders of this Agreement and the Plan of Merger and the consent of BancFirst), (ii) violate any statute or law or any rule, regulation, order, writ, injunction, arbitration award, or decree of any court, administrative or governmental agency, instrumentality, commission, authority, board or other body (a "Governmental Authority") or require any authorization, consent, approval, exemption or other action by or notice to any Governmental Authority; (iii) result in the breach of any term or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or result in the creation or imposition of any lien, charge, pledge, security interest, encumbrance, assessment or adverse claim (a "Lien") upon any part of the property of Seller pursuant to any provision of, any material contract, indenture, mortgage, lease, license, Lien, or other agreement or instrument to which Seller is a party or by which it is bound, or (iv) violate or conflict with any provision of the bylaws or articles of incorporation of the Seller as amended to the date of this Agreement.
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Authorization; Validity and Effect of Transaction Documents. Explorer has all requisite limited partnership power and authority to execute and deliver the Transaction Documents to which it is a party. Each Transaction Document to which Explorer is a party and the consummation by Explorer of the Transactions contemplated hereby and thereby have been duly and validly authorized by the general partner of Explorer and the applicable governing body of Explorer’s general partner, and no other action on the part of Explorer or Explorer’s general partner is necessary to authorize such Transaction Documents or to consummate the Transactions contemplated hereby or thereby. All Transaction Documents executed and delivered by Explorer constitute the valid and binding obligations of Explorer, enforceable against it in accordance with their respective terms, except that (i) the enforceability thereof may be subject to applicable bankruptcy, reorganization, moratorium, insolvency or other similar laws now or hereinafter in effect affecting creditors’ rights generally, (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable and legal defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought, and (iii) rights to indemnification may be limited by public policy considerations.
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Related to Authorization; Validity and Effect of Transaction Documents

  • Authorization, Validity and Effect of Agreements The Company has the ------------------------------------------------ requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby or executed in connection herewith to which it is a party (the "Ancillary Documents") and subject, if ------------------- required with respect to the consummation of the Merger, to the approval of holders of the Common Stock, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby (other than the adoption of this Agreement by the holders of the Common Stock if required by applicable law). This Agreement has been, and any Ancillary Document at the time of execution will have been, duly and validly executed and delivered by the Company, and (assuming this Agreement and such Ancillary Documents each constitute a valid and binding obligation of Purchaser and Merger Sub) constitutes and will constitute the valid and binding obligations of the Company, enforceable in accordance with their respective terms. The Company has taken all actions necessary to render the restrictions of Section 203 of the DGCL to be inapplicable to the transactions contemplated by this Agreement and the Tender Agreement, including without limitation the Offer and the Merger.

  • Authorization; Validity and Effect of Agreement The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Merger. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger have been duly authorized by its board of directors and shareholders and all other necessary company action on the part of the Company and no other company proceedings on the part of the Company are necessary to authorize this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it 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, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

  • Authorization of Transaction Documents The execution, delivery and performance of this Lease and the other Transaction Documents have been duly authorized by all necessary corporate action on the part of Lessee or its Subsidiaries, as the case may be.

  • Enforceability of Transaction Documents Each of the Transaction Documents to which it is a party has been duly authorized, executed and delivered by the Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with its terms.

  • Conformity of Transaction Documents The Transaction Documents will conform to their descriptions in the Prospectus in all material respects.

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Authorization Documents For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

  • Authorization; Validity of Agreement The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and no other action (except the approval of the requisite Stockholders solely with respect to consummation of the Merger) on the part of the Company or any of its Stockholders or subsidiaries is necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Parent and Acquisition Corp.) is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Authority; Validity and Effect of Agreement (i) If Purchaser is an entity, Purchaser has the requisite corporate or other entity power and authority to execute and deliver this Agreement and any documents contemplated hereby (collectively, the “Transaction Documents”) and perform its obligations under the Transaction Documents. The execution and delivery of each Transaction Document by Purchaser, the performance by Purchaser of its obligations thereunder, and all other necessary corporate or other entity action on the part of Purchaser have been duly authorized by its board of directors or similar governing body, and no other corporate or other entity proceedings on the part of Purchaser is necessary for Purchaser to execute and deliver the Transaction Documents and perform its obligations thereunder.

  • Corporate Authorization; Validity of Agreement; Necessary Action Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them of this Agreement and the consummation by them of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, and constitutes the legal, valid and binding obligation of Parent and Merger, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought.

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