Authorization; Validity of Agreement; Required Action Sample Clauses

Authorization; Validity of Agreement; Required Action. Great Elm has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions that are required to be consummated by Great Elm. The execution and delivery by Great Elm of this Agreement, the performance of Great Elm’s obligations hereunder and the consummation by Great Elm of the Transactions that are required to be consummated by Great Elm have been duly authorized by its board of directors, and no other corporate action on the part of Great Elm is necessary to authorize the execution and delivery by Great Elm of this Agreement and the consummation by it of the Transactions required to be consummated by Great Elm. This Agreement has been duly executed and delivered by Great Elm and, assuming due and valid authorization, execution and delivery hereof by each other party, is a valid and binding obligation of Great Elm, enforceable against Great Elm in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (b) 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 therefor may be brought (together with (a), the “Enforceability Exceptions”).
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Authorization; Validity of Agreement; Required Action. Such Fund has the requisite limited partnership or corporate power and authority to execute and deliver this Agreement and to consummate the Transactions that are required to be consummated by such Fund. The execution and delivery by such Fund of this Agreement, the performance of such Fund’s obligations hereunder and the consummation by such Fund of the Transactions that are required to consummated by such Fund have been duly authorized by its general partner or investment manager, and no other corporate action on the part of such Fund or vote of the board of directors or limited partners/members of such Fund is necessary to authorize the execution and delivery by such Fund of this Agreement and the consummation by it of the Transactions required to be consummated by such Fund. This Agreement has been duly executed and delivered by such Fund and, assuming due and valid authorization, execution and delivery hereof by each other party, is a valid and binding obligation of such Fund, enforceable against such Fund in accordance with its terms, except for the Enforceability Exceptions.
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Authorization; Validity of Agreement; Required Action. Xxxxx has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions that are required to be consummated by Newco. The execution and delivery by Newco of this Agreement, the performance of Newco’s obligations hereunder and the consummation by Newco of the Transactions that are required to be consummated by Newco have been duly authorized by its board of directors, and no other corporate action on the part of Newco is necessary to authorize the execution and delivery by Newco of this Agreement and the consummation by it of the Transactions required to be consummated by Newco. This Agreement has been duly executed and delivered by Xxxxx and, assuming due and valid authorization, execution and delivery hereof by each other party, is a valid and binding obligation of Newco, enforceable against Newco in accordance with its terms, except for the Enforceability Exceptions.
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Authorization; Validity of Agreement; Required Action. Each of Holdco and Marathon has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining Marathon Stockholder Approval and the Holdco Approval, to consummate the Transactions. The execution and delivery by each of Holdco and Marathon of this Agreement, the performance of Holdco’s and Marathon’s respective obligations hereunder and the consummation by each of Holdco and Marathon of the Transactions have been duly authorized by its respective board of directors, and no other corporate action on the part of Holdco or Marathon is necessary to authorize the execution and delivery by Holdco or Marathon of this Agreement and, except for the Marathon Stockholder Approval, the consummation by it of the Transactions. This Agreement has been duly executed and delivered by each of Holdco and Marathon and, assuming due and valid authorization, execution and delivery hereof by Uniloc and Uniloc Australia, is a valid and binding obligation of each of Holdco and Marathon, enforceable against each of Holdco and Marathon in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies 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 therefor may be brought (together with (i), the “Enforceability Exceptions”).
Sample 1
Authorization; Validity of Agreement; Required Action. Each of Uniloc and Uniloc Australia has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Uniloc Approval, to consummate the Transactions. The execution and delivery by each of Uniloc and Uniloc Australia of this Agreement, the performance of Uniloc’s and Uniloc Australia’s respective obligations hereunder and the consummation by Uniloc and Uniloc Australia of the Transactions have been duly authorized by its respective board of directors, and no other corporate action on the part of Uniloc or Uniloc Australia is necessary to authorize the execution and delivery by Uniloc or Uniloc Australia of this Agreement and, except for the Uniloc Approval, the consummation by it of the Transactions. This Agreement has been duly executed and delivered by each of Uniloc and Uniloc Australia and, assuming due and valid authorization, execution and delivery hereof by each of Holdco and Marathon, is a valid and binding obligation, enforceable against each of Uniloc and Uniloc Australia, in accordance with its terms, except as limited by the Enforceability Exceptions.
Sample 1
Authorization; Validity of Agreement; Required Action. MAST has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the Transactions that are required to be consummated by MAST. The execution and delivery by MAST of this Agreement and the Ancillary Agreements to which it is a party, the performance of MAST’s obligations hereunder and thereunder and the consummation by MAST of the Transactions that are required to be consummated by MAST have been duly authorized by its board of managers (or equivalent body), and no other corporate action on the part of MAST is necessary to authorize the execution and delivery by MAST of this Agreement, the Ancillary Agreements to which it is a party and the consummation by it of the Transactions required to be consummated by MAST. Each of this Agreement and the Ancillary Agreements to which MAST is a party has been duly executed and delivered by MAST and, assuming due and valid authorization, execution and delivery hereof or thereof by each other party hereto or thereto, is a valid and binding obligation of MAST, enforceable against MAST in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (b) 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 therefor may be brought (together with the exceptions in clause (a) above, the “Enforceability Exceptions”).
Sample 1
Authorization; Validity of Agreement; Required Action. GP Corp has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the Transactions that are required to be consummated by GP Corp. The execution and delivery by GP Corp of this Agreement and the Ancillary Agreements to which it is a party, the performance of GP Corp’s obligations hereunder and thereunder and the consummation by GP Corp of the Transactions that are required to be consummated by GP Corp have been duly authorized by its board of directors (or equivalent body), and no other corporate action on the part of GP Corp is necessary to authorize the execution and delivery by GP Corp of this Agreement, the Ancillary Agreements to which it is a party and the consummation by it of the Transactions required to be consummated by GP Corp. Each of this Agreement and the Ancillary Agreements to which GP Corp is a party has been duly executed and delivered by GP Corp and, assuming due and valid authorization, execution and delivery hereof or thereof by each other party hereto or thereto, is a valid and binding obligation of GP Corp, enforceable against GP Corp in accordance with its terms, except for the Enforceability Exceptions.
Sample 1
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Related to Authorization; Validity of Agreement; Required Action

  • Authorization; Validity of Agreement (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

  • Authorization; Validity of Agreement; Company Action The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company 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 and remedies 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 therefor may be brought.

  • Authorization; Validity of Agreement; Necessary Action Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency 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 therefor may be brought.

  • Authorization and Validity of Agreement The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligation of Seller, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

  • 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.

  • Organization; Authorization; Validity of Agreement; Necessary Action If such Company Y Shareholder is not a natural person, such Company Y Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y Shareholder of this Agreement, the performance by such Company Y Shareholder of his, her or its obligations hereunder and the consummation by such Company Y Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y Shareholder and no other actions or proceedings on the part of such Company Y Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company T, constitutes a legal, valid and binding agreement of such Company Y Shareholder enforceable against such Company Y Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

  • Authorization and Validity of Agreements The Purchaser has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Purchaser. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its respective terms.

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.

  • Authorization and Validity of this Agreement This Agreement and each of the Transactional Agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto (other than SKYC), enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. Each of the Shareholders and FDH has all requisite legal capacity to execute and deliver this Agreement and the Transactional Agreements to which he or she is a party, and to perform its, his or her obligations hereunder and thereunder. The execution and delivery by FDH and each Shareholder of this Agreement and the Transaction Agreements (to the extent either is a party thereto), and the consummation of the transactions contemplated herein and therein (the “Transactions”) have been authorized by all necessary corporate or other action on the part of FDH and each of the Shareholders. This Agreement and the Transaction Agreements have been duly executed and delivered by the parties thereto (other than SKYC).

  • Authorization of Agreement This Agreement has been duly authorized, executed and delivered by the Company.

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