Authorization. (i) All corporate action of each of Perfect Human and Prosperous World with regard to the execution and delivery of this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens. (ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Series a Preferred Share Purchase Agreement, Series a Preferred Share Purchase Agreement (Perfect World Co., Ltd.)
Authorization. (ia) All The Company has all requisite corporate action power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of each the Merger, subject to receipt of Perfect Human and Prosperous World with regard to the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and each the Additional Agreements to which it is a party and the consummation by the Company of the Ancillary Agreements transactions contemplated hereby and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) thereby have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for . No other corporate proceedings on the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations part of the Company hereunder and thereunderare necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Additional Agreements to which the Company is a party and each of the Restructuring Agreements, when have been duly executed and delivered by the CompanyCompany and, will assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute the a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and other Laws the availability of general application affecting enforcement of creditors’ rights generally, and equitable remedies (the “Enforceability Exceptions”).
(b) as limited By resolutions duly adopted (and not thereafter modified or rescinded) by Laws relating to the availability requisite vote of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part Board of each Group Directors of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery Board of each Directors of the Restructuring Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which such Group Company it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the performance of all obligations of such Group Company hereunder transactions contemplated hereby and thereunderthereby, has been taken or will be taken prior upon the terms and subject to the Closingconditions set forth herein, are advisable and each in the best interests of the Restructuring Agreements, when executed Company and delivered by such Group Company, will constitute the valid and legally binding obligation Company Stockholders; (iii) directed that the adoption of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating this Agreement be submitted to the availability Company Stockholders for consideration and recommended that all of specific performance, injunctive relief, or other equitable remediesthe Company Stockholders adopt this Agreement. The issuance affirmative vote or written consent of Persons holding a majority of the Series A Preferred Shares voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or the Conversion Shares is not subject to consent of any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofof Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Goldenstone Acquisition Ltd.), Merger Agreement (Abri SPAC I, Inc.)
Authorization. (ia) All The Company has all requisite corporate action power and authority to execute and deliver this Agreement and, subject to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations hereunder. Assuming the accuracy of each the representations and warranties of Perfect Human Parent and Prosperous World with regard to Merger Sub set forth in Section 4.19, except as set forth in Section 3.05(b), the execution and delivery of this Agreement by the Company and each the consummation by the Company of the Ancillary Agreements and transactions contemplated hereby (including the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (aMerger) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the CompanyCompany and no additional corporate action or proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (including the Merger), its officersother than obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, directors and shareholders necessary for assuming the due authorization, execution and delivery of this Agreementby Parent and Merger Sub, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)constitutes a legal, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that such enforceability (ai) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other Laws of general application similar Applicable Law affecting enforcement of or relating to creditors’ rights generallygenerally and (ii) is subject to general principles of equity ((i) and (ii), and collectively, the “Enforceability Limitations”).
(b) as limited by Laws relating At a meeting duly called and held prior to the availability execution of specific performancethis Agreement, injunctive reliefthe Company Board unanimously (i) determined that this Agreement and the transactions contemplated hereby, or other equitable remediesincluding the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Company Stockholder Meeting and (v) subject to Section 6.02, resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement in accordance with the applicable provisions of Delaware Law.
(iiic) All corporate action on Assuming the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each accuracy of the Restructuring Agreements representations and warranties of Parent and Merger Sub set forth in Section 4.19, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock voting to which such Group adopt this Agreement (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company is a party, necessary (under Applicable Law or the Company’s certificate of incorporation or bylaws) to consummate the Merger and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered other transactions contemplated by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Bioceres Crop Solutions Corp.), Merger Agreement (Marrone Bio Innovations Inc)
Authorization. (a) Other than the SPAC Shareholders’ Approval, SPAC has all requisite corporate power and authority to (i) All corporate action of enter into, execute and deliver this Agreement and each of Perfect Human the other Transaction Documents to which it is or will be a party, and Prosperous World with regard to (ii) consummate the transactions contemplated hereby and thereby (including the Transactions) and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and each the other Transaction Documents to which SPAC is a party and the consummation of the Ancillary Agreements transactions contemplated hereby and thereby (including the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (aTransactions) have been duly and validly authorized and approved by all necessary corporatethe SPAC Board and, and if requiredother than the SPAC Shareholders’ Approval, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and no other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, company or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action proceeding on the part of SPAC is necessary to authorize this Agreement and the Company, its officers, directors other Transaction Documents to which SPAC is a party and shareholders necessary for to consummate the authorization, execution transactions contemplated hereby and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunderthereby. This Agreement has been, and the authorization, issuance (at or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements other Transaction Documents to which the Company SPAC is a party will be, duly and each of the Restructuring Agreements, when validly executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratoriumSPAC, and other Laws of general application affecting enforcement of creditors’ rights generallythis Agreement constitutes, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, on or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreementsother Transaction Documents to which SPAC is a party will constitute, when executed and delivered by such Group Companya legal, will constitute the valid and legally binding obligation of such Group CompanySPAC, enforceable against such Group Company SPAC in accordance with their respective its terms, except subject to the Enforceability Exceptions.
(ab) Assuming that a quorum (as limited determined pursuant to the SPAC Charter) is present:
(i) The approval and authorization of the First Merger and the First Plan of Merger shall require approval by a special resolution passed by the affirmative vote of SPAC Shareholders holding at least two-thirds of the outstanding SPAC Shares which, being so entitled, are voted thereon in person or by proxy at a general meeting of SPAC of which notice specifying the intention to propose the resolution as a special resolution has been duly given, pursuant to the terms and subject to the conditions of the SPAC Charter and applicable bankruptcyLaw; and
(ii) The approval and authorization of this Agreement and the Transactions as a Business Combination and the adoption and approval of a proposal for the adjournment of the SPAC Shareholders’ Meeting in each case shall require approval by an ordinary resolution passed by the affirmative vote of SPAC Shareholders holding at least a majority of the outstanding SPAC Shares which, insolvencybeing so entitled, reorganizationare voted thereon in person or by proxy at a general meeting of SPAC, moratoriumpursuant to the terms and subject to the conditions of the SPAC Charter and applicable Law.
(c) The SPAC Shareholders’ Approval are the only votes of any SPAC Shares necessary in connection with execution of this Agreement and the other Transaction Documents to which SPAC is a party by SPAC and the consummation of the transactions contemplated hereby and thereby.
(d) On or prior to the date of this Agreement, the SPAC Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which SPAC is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Transactions) are advisable and fair to, and in the best interests of, SPAC and constitute a Business Combination, (ii) authorizing and approving the execution, delivery and performance by SPAC of this Agreement and the other Laws of general application affecting enforcement of creditors’ rightsTransaction Documents to which SPAC is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Transactions) (iii) making the SPAC Board Recommendation, and (biv) as limited by Laws directing that this Agreement, the Transaction Documents and principles of equity relating the Transactions be submitted to the availability SPAC Shareholders for adoption at an extraordinary general meeting called for such purpose pursuant to the terms and conditions of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (COVA Acquisition Corp.)
Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to any necessary approval of this Agreement by the stockholders of the Company as provided below in this Section 2.4(a), to carry out its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The affirmative vote in favor of the adoption of this Agreement by the holders of (i) All corporate action 75% of each the outstanding shares of Perfect Human Company Common Stock, and Prosperous World with regard (ii) at least a majority of all outstanding shares of Company Common Stock not held by SoftBank, Sprint and their respective Affiliates are the only votes or approvals of any class of capital stock of the Company necessary to adopt this Agreement (collectively, the “Required Company Stockholder Vote”).
(b) The execution and delivery of this Agreement by the Company and each the consummation by the Company of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated by this Agreement have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All requisite corporate action on the part of the Company (other than obtaining the Required Company Stockholder Vote and filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL). Upon the unanimous recommendation of the Special Committee, the Board of Directors of the Company has in accordance with the requirements of the DGCL unanimously approved and declared advisable this Agreement and has determined that the terms of the Merger are fair to, and in the best interests of, the Company and the Public Stockholders. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate action on the part of the Company required under the Company Equityholders’ Agreement, including (upon unanimous recommendation of the Special Committee) the review and recommendation by a majority of the directors of the Company on the Company’s audit committee to the Board of Directors of the Company and the approval by (i) a majority of the disinterested directors of the Company, its officers(ii) a majority of the directors of the Company (excluding any directors designated by the Sprint Parties or their Affiliates pursuant to the Company Equityholders’ Agreement), and (iii) a majority of the directors of the Company with related party directors abstaining.
(c) This Agreement has been duly executed and shareholders necessary for delivered by the Company and, assuming the due authorization, execution and delivery of this AgreementAgreement by each Sprint Party, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application reorganization or similar laws affecting enforcement of creditors’ rights generally, and generally or by general equitable principles (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies“Bankruptcy Exceptions”).
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Merger Agreement (Clearwire Corp /DE), Merger Agreement (Sprint Nextel Corp)
Authorization. (ia) All corporate action of each of Perfect Human Each Buyer has all requisite corporate, limited liability company, or other equivalent power and Prosperous World with regard authority to execute and deliver this Agreement and the Ancillary Agreements to which such Buyer is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements to which each Buyer is a party by such Buyer and the selling consummation of the 1,000,000 shares transactions contemplated hereby and thereby (including the consummation of Series A Preferred Shares to the Investors (atransactions contemplated hereunder and thereunder) have been duly authorized by all necessary requisite corporate, limited liability company, or other equivalent action of such Buyer. This Agreement has been (and if requiredthe Ancillary Agreements to which each Buyer is a party will be) duly and validly executed and delivered by each Buyer and constitutes (and each such Ancillary Agreement when so executed and delivered by such Buyer will constitute) a valid, shareholder actions; legal and binding agreement of such Buyer (b) do not assuming this Agreement has been, and the Ancillary Agreements to which such Buyer is a party will not contravene be, duly authorized, executed and delivered by the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous Worldother parties thereto), enforceable against each of Perfect Human and Prosperous World respectively such Buyer in accordance with their respective its terms, except except: (ai) as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and moratorium or other Laws of general application affecting the enforcement of creditors’ rights generally; and (ii) that the availability of equitable remedies, and including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.
(b) as limited by Laws relating to the availability No material notices to, filings with or authorization, consent or approval of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World any Governmental Authority is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorizationexecution, execution and delivery or performance of this Agreement, Agreement by each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (Buyer or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which such Buyer is a party or the Company is party and each consummation by such Buyer of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective termstransactions contemplated hereby or thereby, except (a) as limited by for compliance with and filings under the HSR Act and any other applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesCompetition Law.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Purchase Agreement (Silgan Holdings Inc), Purchase Agreement (WestRock Co)
Authorization. Each of the Touch 1 Corporations has the requisite ------------- corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement and consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Touch 1 Corporations and the consummation by each of them of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Touch 1 Corporations. In particular, (i) All corporate action the respective Board of Directors of each of Perfect Human the Touch 1 Corporations, at a meeting duly called and Prosperous World with regard to held, has approved and adopted this Agreement and the execution transactions contemplated hereby, and delivery (ii) the Board of Directors of Touch 1 has recommended approval and adoption of this Agreement and the transactions contemplated hereby to the Touch 1 Shareholders. The affirmative vote of two-thirds of the outstanding shares of Touch 1 Common Stock and the separate affirmative vote of two-thirds of the outstanding shares of Touch 1 Preferred Stock are the only votes required of Touch 1's capital stock necessary in connection with the consummation of the Merger or the other transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of the Ancillary Agreements Touch 1 Corporations and, assuming due authorization, execution and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized delivery by all necessary corporateZ-Tel and MergerSub, and if requiredconstitutes a legal, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, the Touch 1 Corporations enforceable against each of Perfect Human and Prosperous World respectively them in accordance with their respective terms, its terms (except (a) as in all cases to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other moratorium or similar Laws of general application affecting the enforcement of creditors’ ' rights generally, and (b) as limited by Laws relating to remedies generally and except that the availability of the equitable remedy of specific performance, performance and injunctive relief, or other equitable remediesrelief is subject to the discretion of the court before which any proceedings may be brought). Each of Perfect Human the Touch 1 Corporations possesses all the franchises, licenses and Prosperous World is permits for the true owner conduct of its business, except to the extent that the failure to do so would not have a Material Adverse Effect on any of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part Touch 1 Corporations. Each of the Company, its officers, directors Touch 1 Corporations is qualified to transact business as a foreign corporation in the jurisdictions set forth on Schedule 6.2.A. Touch 1 has a certificate of authority or similar government approval to sell and shareholders necessary for the authorization, execution and delivery of this Agreement, provide intrastate interexchange telephone services in each of the Ancillary Agreements jurisdictions set forth on Schedule 6.2.B. Touch 1 has Federal authorization to sell and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesprovide interstate interexchange telephone services.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Merger Agreement (Z Tel Technologies Inc), Merger Agreement (Z Tel Technologies Inc)
Authorization. (ia) All Assuming that the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, the Company has all requisite corporate action of each of Perfect Human power and Prosperous World with regard 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 by the Company and each consummation by the Company of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby have been duly and validly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the CompanyCompany and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, its officerswith respect to the Merger, directors the filing of appropriate merger documents as required by the DGCL). This Agreement has been duly executed and shareholders necessary for delivered by the Company and (assuming due authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered hereof by the Companyother parties hereto) constitutes a legal, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, its terms except (a) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and insolvency or other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited generally or by Laws relating to legal principles of general applicability governing the availability of specific performance, injunctive relief, or other equitable remedies.
(b) The Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair and advisable to, and in the best interests of, the Company and its stockholders, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Offer and the Merger, (iii) All corporate action on resolved to recommend that the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each stockholders of the Restructuring Agreements Company accept the Offer and tender their Shares, (iv) acknowledged that such approval is effective for purposes of Section 203 of the DGCL, (v) taken all necessary steps to which such Group Company is a partyrender the restrictions of Section 203 of the DGCL inapplicable to the Merger, Parent, Merger Subsidiary, and the performance acquisition of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior Shares pursuant to the ClosingOffer, this Agreement, the Stockholder Tender and each of Voting Agreements and the Restructuring Agreements, when executed transactions contemplated hereby and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rightsthereby, and (bvi) as limited authorized that the Merger be governed by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance Section 251(h) of the Series A Preferred Shares or DGCL and consummated as soon as practicable following the Conversion Shares is not subject to any preemptive rights or rights consummation (as defined in Section 251(h) of first refusalthe DGCL) of the Offer.
(c) Assuming that the representations and warranties of Parent and Merger Subsidiary contained in Section 5.9 are true and correct, or if any such preemptive rights or rights the affirmative vote of first refusal exist, waiver of such rights has been obtained from the holders thereofof a majority of the outstanding Shares entitled to vote thereon, voting as a single class, is the only vote of the holders of any class or series of the Company’s Equity Securities that, absent Section 251(h) of the DGCL, would be necessary under applicable Law and the Company’s Certificate of Incorporation and Bylaws to adopt, approve or authorize this Agreement and consummate the Merger and other transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Supreme Industries Inc), Merger Agreement (Wabash National Corp /De)
Authorization. The Company has all requisite power and authority (icorporate and other) All corporate action of each of Perfect Human to execute and Prosperous World with regard deliver this Agreement and the other agreements contemplated hereby and to the perform their respective obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and, subject to obtaining the Requisite Stockholder Approval, which is the only approval required from the Company Stockholders, the performance by the Company of this Agreement and each the consummation by the Company of the Ancillary Agreements transactions contemplated hereby and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) thereby have been duly and validly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, corporate and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for . Without limiting the authorization, execution and delivery of this Agreement, each generality of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)foregoing, the performance Board of Directors of the Company, at a meeting duly called and held, by the unanimous vote of all obligations directors (i) determined that the Merger is advisable, fair and in the best interests of the Company hereunder and thereunderits stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, and (iii) directed that this Agreement and the authorization, issuance (or reservation for issuance), sale and delivery Merger be submitted to the stockholders of the Series A Preferred Shares being sold hereunder Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the Ordinary Shares issuable upon conversion approval of the Series A Preferred Shares, Merger. This Agreement has been taken or will be taken prior to the Closing, duly and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when validly executed and delivered by the Company, will constitute the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except subject to (aA) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors’ rights generally, debtors and (bB) as limited by Laws relating to the availability rules of Law governing specific performance, injunctive relief, or relief and other equitable remedies.
remedies (iiisuch Laws in clauses (A) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (bB) are hereinafter collectively referred to as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof“Applicable Bankruptcy Laws”).
Appears in 2 contracts
Samples: Merger Agreement (Medicines Co /De), Merger Agreement (Medicines Co /De)
Authorization. (ia) All The Company has all necessary corporate action of each of Perfect Human power and Prosperous World with regard authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the execution adoption of this Agreement by affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Required Company Vote”), to consummate the transactions contemplated hereby. Except for the receipt of the Required Company Vote, the execution, delivery and delivery performance by the Company of this Agreement and each the consummation of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby have been duly and validly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms Board of Directors of the Articles of Association of each of Perfect Human Company and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner necessary corporate action on behalf of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All Company. No other corporate action proceedings on the part of the CompanyCompany or any holders of any of its securities are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, its officersincluding the Merger, directors other than the receipt of the Required Company Vote. This Agreement has been duly and shareholders necessary for validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement, by each of the Ancillary Agreements Parent, Intermediate Holdco and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)Merger Sub, the performance of all obligations of the Company hereunder and thereunderconstitutes a legal, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other Laws similar laws of general application applicability relating to or affecting enforcement of creditors’ rights generally, and or by general equity principles.
(b) as limited by Laws relating The Board of Directors of the Company, at a meeting duly called and held prior to the availability execution of specific performancethis Agreement, injunctive reliefhas, or other equitable remedies.
by unanimous vote of those directors present (who constituted all of the directors of the Company then in office) (i) determined that this Agreement is advisable and in the best interests of the Company and its stockholders, (ii) adopted resolutions approving the execution, delivery and performance by the Company of this Agreement and declaring the advisability of this Agreement, (iii) All corporate action on adopted resolutions, subject to Section 7.04, recommending that the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each holders of the Restructuring Agreements to which shares of Company Common Stock adopt this Agreement (the “Company Recommendation”) and (iv) directed that such Group matter be submitted for consideration by Company is stockholders at a party, and the performance of all obligations meeting of such Group stockholders to be called for such purpose (the “Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofStockholders Meeting”).
Appears in 2 contracts
Samples: Merger Agreement (Gannett Co., Inc.), Merger Agreement (New Media Investment Group Inc.)
Authorization. (i) All corporate action of each of Perfect Human Buyer has all requisite limited liability company power and Prosperous World with regard authority to enter into this Agreement, and all other documents required hereunder to be executed and delivered by Buyer, to carry out the transactions contemplated hereby and thereby and to acquire and own the Company Interests. The execution and delivery of this Agreement Agreement, and each all other documents required hereunder to be executed and delivered by Buyer, and the performance of the Ancillary Agreements transactions contemplated hereby and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) thereby have been duly and validly authorized by all such action, corporate or otherwise, necessary corporateon behalf of Buyer. This Agreement is, and if requiredeach document required to be executed and delivered by Buyer hereunder, shareholder actions; (b) do not when so executed and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunderdelivered by Buyer, will constitute the shall be, a valid and legally binding obligation agreement of each of Perfect Human and Prosperous WorldBuyer, enforceable against each of Perfect Human and Prosperous World respectively Buyer in accordance with their respective its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other moratorium or similar Laws of general application affecting enforcement of now or hereafter in effect relating to creditors’ rights generally, and (b) as limited by Laws relating that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner discretion of the 500,000 shares of Series A Preferred Shares that each court before which any proceeding for the same may be brought. The transactions contemplated by this Agreement and the Operative Documents to which Buyer is selling to or will be a party have been approved by the Investors clean and free from any Liens.
conflicts committee (ii“Conflicts Committee”) All corporate action on the part of the Companyboard of directors of American Midstream GP, its officers, directors LLC (the “Buyer Parent GP Board”) and shareholders necessary for the authorization, execution and delivery by Buyer of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, Agreement and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken Operative Documents to which Buyer is or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance consummation of all obligations of such Group Company hereunder the transactions contemplated hereby and thereunderthereby, has have been taken or will be taken prior to approved by the ClosingBuyer Parent GP Board, and each such approvals have not been amended, repealed, revoked or rescinded and are in full force and effect as of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratoriumdate hereof, and no other Laws limited liability company actions are necessary on the part of general application affecting enforcement of creditors’ rightsBuyer to approve this Agreement, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares Operative Documents or the Conversion Shares is not subject to any preemptive rights transactions contemplated hereby or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofthereby.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (American Midstream Partners, LP), Purchase and Sale Agreement
Authorization. (ia) All Buyer has all requisite corporate action of each of Perfect Human power and Prosperous World with regard authority to execute and deliver this Agreement and the Ancillary Agreements to which Buyer is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements to which Buyer is a party by Buyer and the selling consummation of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby and thereby have been duly authorized by all necessary corporaterequisite corporate action of Buyer. This Agreement has been (and the Ancillary Agreements to which Buyer is a party will be) duly and validly executed and delivered by Buyer and constitutes (and each such Ancillary Agreement when so executed and delivered by Buyer will constitute) a valid, legal and binding agreement of Buyer (assuming this Agreement has been, and if requiredthe Ancillary Agreements to which Buyer is a party will be, shareholder actions; (b) do not duly authorized, executed and will not contravene delivered by the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous Worldother parties thereto), enforceable against each of Perfect Human and Prosperous World respectively Buyer in accordance with their respective its terms, except (ai) as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and moratorium or other Laws of general application affecting the enforcement of creditors’ rights generallygenerally and (ii) that the availability of equitable remedies, and including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.
(b) as limited by Laws relating to Assuming the availability truth and accuracy of specific performanceSeller’s representations and warranties contained in Section 2.2(b), injunctive reliefno material notices to, filings with or other equitable remedies. Each authorization, consent or approval of Perfect Human and Prosperous World any Governmental Authority is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorizationexecution, execution and delivery or performance of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (Agreement by Buyer or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which Buyer is a party or the Company is party and each consummation by Buyer of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective termstransactions contemplated hereby, except (a) as limited by for compliance with and filings under the HSR Act and any other applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesCompetition Law.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (PSAV, Inc.)
Authorization. (ia) All The Company has all requisite corporate action power and authority to execute and deliver this Agreement and subject, in the case of each the consummation of Perfect Human the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and Prosperous World with regard to the perform its obligations hereunder. The execution and delivery of this Agreement by the Company and each the consummation by the Company of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the CompanyCompany and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby other than obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, its officers, directors and shareholders necessary for assuming the due authorization, execution and delivery of this Agreementby Parent and Merger Sub, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)constitutes a legal, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that such enforceability (ai) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other Laws of general application similar laws affecting enforcement of creditors’ rights generally, and (bii) as limited by Laws relating is subject to the availability general principles of specific performance, injunctive relief, or other equitable remediesequity.
(iiib) All corporate action on The Company Board, at a meeting duly called and held at which all directors were present, unanimously (i) determined that the part terms of each Group Companythe Merger are fair to and in the best interests of the Company and its stockholders, its officers, directors and shareholders necessary declared it advisable to enter into this Agreement providing for the authorization, execution merger of Merger Sub with and delivery of each of into the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective termsthe DGCL, except upon the terms and subject to the conditions set forth herein, (aii) as limited by applicable bankruptcyapproved the execution, insolvency, reorganization, moratorium, delivery and other Laws performance of general application affecting enforcement this Agreement and the consummation of creditors’ rightsthe transactions contemplated hereby in accordance with the DGCL upon the terms and conditions contained herein, and (biii) as limited by Laws and principles of equity relating resolved to recommend that the availability of specific performance, injunctive relief, or other equitable remedies. The issuance Company Stockholders adopt this Agreement in accordance with the applicable provisions of the Series A Preferred Shares or DGCL (the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof“Company Board Recommendation”).
Appears in 2 contracts
Samples: Merger Agreement (3com Corp), Merger Agreement (Hewlett Packard Co)
Authorization. (ia) All Company has full corporate action of each of Perfect Human power and Prosperous World with regard authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Company of this Agreement Agreement, the performance by Company of its obligations hereunder and each the consummation by Company of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby have been duly authorized by all necessary corporaterequisite corporate action on the part of Company. This Agreement has been duly executed and delivered by Company, and if requiredthis Agreement constitutes, shareholder actions; (b) do not legal, valid and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all binding obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, Company enforceable against each of Perfect Human and Prosperous World respectively Company in accordance with their respective terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, moratorium or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws laws of general application affecting enforcement of creditors’ rights, and (bii) as limited by Laws and general principles of equity relating to that restrict the availability of specific performanceequitable remedies.
(b) The Company Board, injunctive reliefat a meeting duly called and held at which all directors of Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the Stockholders for adoption and approval and (iv) resolving to recommend that the Stockholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way.
(c) The Required Stockholder Approval is the only approval of the holders of any class or series of Company’s capital stock or other equitable remedies. The issuance securities required in connection with the consummation of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofMerger.
Appears in 2 contracts
Samples: Merger Agreement (Aytu Bioscience, Inc), Merger Agreement (Aytu Bioscience, Inc)
Authorization. (ia) All The Company has all requisite corporate action power and authority to execute and deliver this Agreement and, subject in the case of each the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations hereunder. Assuming that the representations of Perfect Human Parent and Prosperous World with regard to Merger Sub set forth in Section 4.6 are accurate, the execution and delivery of this Agreement by the Company and each the consummation by the Company of the Ancillary Agreements and transactions contemplated hereby (including the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (aMerger) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the CompanyCompany and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (including the Merger), its officersother than in the case of the Merger obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, directors and shareholders necessary for assuming the due authorization, execution and delivery of this Agreementby Parent and Merger Sub, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)constitutes a legal, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that such enforceability (ai) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other Laws of general application similar Applicable Law affecting enforcement of or relating to creditors’ rights generally, generally and (ii) is subject to general principles of equity.
(b) as limited by Laws relating At a meeting duly called and held prior to the availability execution of specific performancethis Agreement, injunctive reliefthe Company Board unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, and the Voting Agreements, (iv) took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or other equitable remediesas a result of the Merger, this Agreement, the Voting Agreements and the transactions contemplated hereby and thereby, (v) directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Company Stockholder Meeting and (vi) resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement in accordance with the applicable provisions of Delaware Law.
(iiic) All corporate action on Assuming that the part representations of each Group CompanyParent and Merger Sub set forth in Section 4.6 are accurate, its officers, directors and shareholders necessary for the authorization, execution and delivery of each affirmative vote of the Restructuring Agreements holders of a majority of the outstanding shares of Company Common Stock voting to which such Group adopt this Agreement (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company is a party, Capital Stock necessary (under Applicable Law or otherwise) to consummate the Merger and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered other transactions contemplated by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Microchip Technology Inc), Merger Agreement (Standard Microsystems Corp)
Authorization. (ia) All The Company has all requisite corporate action power and authority to execute and deliver the Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of each the Transaction Documents and the consummation by the Company of Perfect Human the transactions contemplated hereby and Prosperous World with regard to thereby (including the execution and delivery of this transactions contemplated by the Voting Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (aNew Governance Agreement) have been duly and validly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders no other corporate proceedings on the part of the Company are necessary for to authorize the authorization, execution and delivery of this Agreement, each the Transaction Documents or the consummation of the Ancillary Agreements transactions contemplated hereby and restructuring agreements in substantially thereby (including the form attached hereto transactions contemplated by the Voting Agreement and the New Governance Agreement), other than, with respect to the Merger, the adoption of this Agreement by the holders of at least a majority of the aggregate voting power of the outstanding shares of Company Common Stock, voting together as Exhibit G a single class (the “Restructuring AgreementsCompany Stockholder Approval”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, . This Agreement has been taken or will be taken prior to the Closing, duly and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when validly executed and delivered by the CompanyCompany and, will constitute assuming the due execution and delivery by Parent, Merger Sub and Merger LLC, constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, liquidation, preferential transfer, moratorium and other similar Laws of general application now or hereafter affecting enforcement of creditors’ rights generallygenerally and subject, and as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law).
(b) as limited The Transaction Committee has unanimously (i) determined that the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by Laws relating the Voting Agreement and the New Governance Agreement) are advisable and fair to, and in the best interests of, the Company and the Company Stockholders, (ii) approved and declared advisable the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement), (iii) resolved to recommend that the Company Board approve and declare advisable the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) and submit this Agreement to the availability Company Stockholders for adoption and (iv) approved the Transaction Documents and the Voting Agreement, and the transactions contemplated hereby and thereby (including the transactions contemplated by the New Governance Agreement), for purposes of specific performance, injunctive relief, or other equitable remediesSection 203 of the DGCL.
(c) The Company Board, based on the unanimous recommendation of the Transaction Committee, has unanimously (i) determined that the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) are advisable and fair to, and in the best interests of, the Company and the Company Stockholders, (ii) approved and declared advisable the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement), (iii) All corporate action on directed that this Agreement be submitted to the part Company Stockholders for adoption, (iv) resolved to recommend that the Company Stockholders approve the adoption of each Group Company, its officers, directors this Agreement and shareholders necessary for (v) approved the authorization, execution Transaction Documents and delivery of each of the Restructuring Agreements to which such Group Company is a partyVoting Agreement, and the performance transactions contemplated hereby and thereby (including the transactions contemplated by the New Governance Agreement), for purposes of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each Section 203 of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute DGCL.
(d) The Company Stockholder Approval is the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance only vote of the Series A Preferred Shares holders of any class or series of Company Capital Stock necessary to adopt the Conversion Shares is not subject Transaction Documents and to any preemptive rights consummate the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) under applicable Law or rights of first refusal, under the Company Charter or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofCompany Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Expedia Group, Inc.), Merger Agreement (Liberty Expedia Holdings, Inc.)
Authorization. (ia) All The Company has all requisite corporate action power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of each approval by the holders of Perfect Human a majority of the outstanding shares of Common Stock entitled to vote in accordance with the DGCL and Prosperous World with regard the Company's Constituent Documents (the "Company Stockholder Approval"), to consummate the execution transactions contemplated hereby. The execution, delivery and delivery performance of this Agreement and each the consummation of the Ancillary Agreements Merger and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) other transactions contemplated hereby have been duly and validly authorized by all necessary corporatecorporate action, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and no other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action proceedings on the part of the Company, its officers, directors and shareholders Company are necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby, except for the adoption of this Agreement and the transactions contemplated hereby by Company Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreementby Parent and Merger Sub, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)is a legal, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other Laws similar laws of general application applicability relating to or affecting enforcement of creditors’ ' rights generally, and to general equity principles.
(b) as limited The Board of Directors of the Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other transactions contemplated by Laws relating this Agreement, (ii) determining that the terms of the Merger and the other transactions contemplated by this Agreement are fair to and in the availability best interests of specific performancethe Company and its stockholders, injunctive relief, or other equitable remedies.
(iii) All corporate action on recommending that the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, 's stockholders adopt this Agreement and (biv) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares declaring that this Agreement is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofadvisable.
Appears in 2 contracts
Samples: Merger Agreement (Mci Inc), Agreement and Plan of Merger (Verizon Communications Inc)
Authorization. (ia) All corporate action The Company has all requisite power and authority to execute and deliver this Agreement and subject, in the case of each of Perfect Human the Merger to obtaining the Requisite Shareholder Approval, to consummate the transactions contemplated hereby and Prosperous World with regard to the perform its obligations hereunder. The execution and delivery of this Agreement by the Company and each the consummation by the Company of the Ancillary Agreements and transactions contemplated hereby (including the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (aMerger) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the CompanyCompany and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merger), its officersother than in the case of the Merger obtaining the Requisite Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, directors and shareholders necessary for assuming the due authorization, execution and delivery of this Agreementby Parent and Merger Sub, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)constitutes a legal, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that such enforceability (a) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other similar Laws of general application affecting enforcement of or relating to creditors’ rights generally, generally and (b) as limited by Laws relating is subject to the availability general principles of specific performance, injunctive relief, or other equitable remediesequity.
(b) At a meeting duly called and held prior to the date hereof, the Company Board has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its shareholders, (iii) All corporate action on approved this Agreement and the part of each Group Companytransactions contemplated hereby, its officers, directors and shareholders necessary for including the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a partyMerger, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the ClosingVoting Agreements, and each (iv) resolved to recommend that the holders of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company Shares approve this Agreement in accordance with their respective terms, except the applicable provisions of California Law.
(ac) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance affirmative vote of the Series A Preferred Shares or holders of a majority of the Conversion Shares outstanding Shares, voting together as a class (the “Requisite Shareholder Approval”), is not subject to any preemptive rights or rights the only vote of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofof any class or series of Company Capital Stock necessary (under applicable Laws or otherwise) to approve this Agreement and the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Microchip Technology Inc), Merger Agreement (Supertex Inc)
Authorization. (i) All Except for the Seller Stockholder Approval and obtaining the consents and approvals described in Schedule 4.18(b), as of the date hereof, the Seller has taken, and as of the Closing, the Subsidiaries will have taken, all corporate action of each of Perfect Human and Prosperous World with regard necessary to authorize the execution and delivery of, and the observance and performance of its covenants and obligations under, this Agreement. The Seller Stockholder Approval is the only vote of the holders of any of the Seller’s capital stock necessary in connection with the consummation of the Transactions. This Agreement has been duly authorized, executed and delivered by the Seller and is a legal, valid and binding obligation of the Seller, enforceable against the Seller by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. At a meeting duly called and held, the Board has (i) declared this Agreement and each the sale of the Purchased Assets, advisable, fair to and in the best interests of the Seller and its stockholders, (ii) approved this Agreement and the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporateTransaction, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on resolved to recommend the part approval of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, this Agreement and the performance of all obligations of transactions contemplated hereby by the Seller’s stockholders (such Group Company hereunder recommendation, the “Board Recommendation”) and thereunder, has been taken or will (iv) directed that this Agreement and the transactions contemplated hereby be taken prior submitted to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofSeller’s stockholders for approval.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Concurrent Computer Corp/De)
Authorization. (ia) All The Company has all requisite corporate action power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of each the Merger, subject to receipt of Perfect Human and Prosperous World with regard to the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and each of the Ancillary Agreements to which it is a party and the selling consummation by the Company of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders . No other corporate proceedings on the part of the Company are necessary for the authorization, execution and delivery of to authorize this Agreement, each of Agreement or the Ancillary Agreements and restructuring agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in substantially the form attached hereto as Exhibit G (case of the “Restructuring Agreements”)Merger, the performance of all obligations receipt of the Company hereunder Stockholder Approval) or the Ancillary Agreements. This Agreement and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is a party and each of the Restructuring Agreements, when have been duly executed and delivered by the CompanyCompany and, will assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Ancillary Agreements to which the Company is a party constitute the a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and other Laws the availability of general application affecting enforcement of creditors’ rights generally, and equitable remedies (the “Enforceability Exceptions”).
(b) as limited By resolutions duly adopted (and not thereafter modified or rescinded) by Laws relating to the availability requisite vote of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part Board of each Group Directors of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery Board of each Directors of the Restructuring Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Ancillary Agreements to which such Group Company it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Ancillary Agreements to which it is a party, and the performance of all obligations of such Group Company hereunder transactions contemplated hereby and thereunderthereby, has been taken or will be taken prior upon the terms and subject to the Closingconditions set forth herein, are advisable and fair to and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement (the “Company Board Recommendation”). The affirmative vote or written consent of Persons holding more than fifty percent (50%) (on an as-converted basis) of the voting power of the Company Stockholders who deliver written consents or are present in person or by proxy at such meeting and voting thereon are required to, and each shall be sufficient to, approve this Agreement and the transactions (including, for the avoidance of doubt, the Company’s de-listing from Euronext) contemplated hereby (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote or consent of any of the Restructuring Agreements, when executed holders of Company Capital Stock necessary to adopt this Agreement and delivered by such Group Company, will constitute approve the valid Merger and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance consummation of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofother transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Aerkomm Inc.), Merger Agreement (IX Acquisition Corp.)
Authorization. (ia) All corporate action of each of Perfect Human The execution, delivery and Prosperous World with regard to performance by the execution and delivery Company of this Agreement and each the consummation by the Company of the Ancillary Agreements and transactions contemplated hereby are within the selling Company’s corporate powers and, except for the required approval of the 1,000,000 shares Company’s stockholders in connection with the consummation of Series A Preferred Shares to the Investors (a) Merger, have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company. Assuming the Parent Class B Approval is obtained in accordance with Section 7.03, its officersthe affirmative vote of the holders of (i) a majority of the outstanding shares of Company Stock and Company Class B Stock, directors voting together as a single class, and shareholders (ii) a majority of the votes cast by the holders of the Company Stock voting separately as a class, are the only votes of the holders of any of the Company’s capital stock necessary for in connection with the consummation of the Merger (together, the “Company Stockholder Approval”). Assuming the due authorization, execution and delivery of this AgreementAgreement by Parent and Merger Subsidiary, each of the Ancillary Agreements this Agreement constitutes a valid and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations binding agreement of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except its terms (a) as limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other Laws of general application laws affecting enforcement of creditors’ rights generally, generally and general principles of equity).
(b) as limited by Laws relating At meetings duly called and held, (i) the Special Committee has recommended to the availability Company’s Board of specific performanceDirectors that it accept the transactions contemplated hereby as being advisable and in the best interests of the Company and its stockholders, injunctive relief, or other equitable remedies.
(ii) the Company’s Audit and Affiliated Transactions Committee reviewed and approved the transactions contemplated hereby and (iii) All corporate action on the part Company’s Board of each Group Company, its officers, directors Directors has (x) determined that this Agreement and shareholders necessary for the authorization, execution and delivery of each transactions contemplated hereby are in the best interests of the Restructuring Agreements to which such Group Company is a partyand its stockholders, (y) approved and deemed advisable this Agreement and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, transactions contemplated hereby and (bz) as limited by Laws and principles of equity relating to the availability of specific performanceresolved, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights Section 6.03(b), to recommend approval and adoption of first refusalthis Agreement by its stockholders (all such actions by the Special Committee, or if any such preemptive rights or rights the Company’s Audit and Affiliated Transactions Committee and the Company’s Board of first refusal existDirectors, waiver of such rights has been obtained from the holders thereof“Company Board Recommendation”).
Appears in 2 contracts
Samples: Merger Agreement (Pepsi Bottling Group Inc), Merger Agreement (Pepsico Inc)
Authorization. (ia) All corporate action of each of Perfect Human The execution, delivery and Prosperous World with regard to performance by the execution and delivery Company of this Agreement and each the consummation by the Company of the Ancillary Agreements and Transactions are within the selling of Company's corporate powers and, except for the 1,000,000 shares of Series A Preferred Shares to the Investors (a) Company Shareholders Approval, have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each . The affirmative vote of the Ancillary Agreements and restructuring agreements in substantially holders of at least a majority of the form attached hereto as Exhibit G outstanding shares of Company Common Stock is the only vote of the holders of any of the Company's capital stock required to complete the Transactions, including the Merger (the “Restructuring Agreements”"Company Shareholders Approval"), the performance of all obligations . This Agreement constitutes a valid and binding agreement of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other moratorium or similar Laws of general application from time to time in effect affecting generally the enforcement of creditors’ ' rights generallyor remedies; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (clauses (i) and (ii) collectively, the "Equitable Exceptions").
(b) At a meeting duly called and held, the Transaction Committee has unanimously (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Company and the Company's shareholders, (ii) declared advisable this Agreement and the Transactions, and (biii) as limited by Laws relating recommended to the availability Company Board that this Agreement and the Transactions be approved by the Company Board and submitted to the Company Shareholders Meeting for approval by the shareholders of specific performancethe Company (such recommendation, injunctive reliefwhich as of the date of this Agreement has not been rescinded, modified or other equitable remediesamended in any respect, the "Transaction Committee Recommendation"). At a meeting duly called and held, the Company Board has (A) determined that this Agreement and the Transactions are fair to and in the best interests of the Company and the Company's shareholders, (B) approved, adopted and declared advisable this Agreement and the Transactions, (C) recommended that this Agreement and the Transactions be submitted to the Company Shareholders Meeting for approval by the shareholders of the Company, and (D) adopted the recommendation by the Transaction Committee for approval and adoption of this Agreement and the Transaction by the shareholders of the Company (such recommendation, which as of the date of this Agreement has not been rescinded, modified or amended in any respect, the "Company Board Recommendation").
(iiic) All corporate action on Assuming the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each accuracy of the Restructuring Agreements to representations and warranties set forth in Section 5.2(b), the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the filing and recordation of appropriate merger or other documents as required by the MIBCA and by relevant authorities of other jurisdictions in which such Group the Company is a partyqualified to do business (including the Articles of Merger), (ii) compliance with any applicable requirements of the 1933 Act, the 1934 Act, any other applicable U.S. state or federal securities laws and the performance of all obligations of such Group Company hereunder rules and thereunder, has been taken or will be taken prior to the Closing, and each requirements of the Restructuring AgreementsNYSE and Euronext, when executed and delivered by such Group Companyincluding the filing of the Registration Statement, will constitute the valid and legally binding obligation of such Group CompanyProxy Statement or any other Company Disclosure Documents or Parent Disclosure Documents with the SEC, enforceable against such Group Company in accordance with their respective termsthe NYSE, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rightsEuronext or the FSMA, and (biii) such approvals as limited by may be required under any Antitrust Laws and principles of equity relating that are applicable to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Euronav NV), Agreement and Plan of Merger (Euronav NV)
Authorization. (ia) All Each of Parent and Merger Sub has all requisite 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 of this Agreement and the consummation by Parent and Merger Sub of the Merger have been duly and validly authorized by all necessary corporate action on the part of each Parent and Merger Sub, and no other corporate proceedings on the part of Perfect Human and Prosperous World with regard Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each or the consummation of the Ancillary Agreements and transactions contemplated hereby, other than the selling approval of the 1,000,000 shares adoption of Series A Preferred Shares to this Agreement by the Investors (a) have sole stockholder of Merger Sub. This Agreement has been duly authorized and validly executed and delivered by all necessary corporateParent and Merger Sub and, assuming the due execution and if requireddelivery by the Company, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute constitutes the valid and legally binding obligation of each of Perfect Human Parent and Prosperous WorldMerger Sub, enforceable against each of Perfect Human Parent and Prosperous World respectively Merger Sub in accordance with their respective its terms, except (a) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, liquidation, preferential transfer, moratorium and other similar Laws of general application now or hereafter affecting enforcement of creditors’ rights generallygenerally and subject, and as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law).
(b) as limited by Laws relating to The Board of Directors of Parent has (i) determined that this Agreement and the availability of specific performancetransactions contemplated hereby, injunctive reliefincluding the Merger, or other equitable remedies. Each of Perfect Human are advisable and Prosperous World is fair to, and in the true owner of best interests of, Parent and its stockholders and (ii) approved and declared advisable this Agreement and the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any LiensTransactions.
(c) The Board of Directors of Merger Sub has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) All corporate action on approved and declared advisable this Agreement and the part transactions contemplated hereby, including the Merger, (iii) recommended that the sole stockholder of Merger Sub approve the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery adoption of this Agreement, each of the Ancillary Agreements Agreement and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will iv) directed that this Agreement be taken prior submitted to the Closing, and this Agreement, each sole stockholder of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesMerger Sub for adoption.
(iiid) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each There is no vote of the Restructuring Agreements holders of any class or series of capital stock of Parent necessary to which such Group Company is a partyadopt this Agreement or to consummate the transactions contemplated hereby, and including the performance of all obligations of such Group Company hereunder and thereunderMerger, has been taken under applicable Law or will be taken prior to under the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, Parent Charter or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofParent Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Liberty Interactive Corp), Merger Agreement (HSN, Inc.)
Authorization. (ia) All The Company has all necessary corporate action power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to any required approval of each of Perfect Human and Prosperous World with regard the Merger by the Required Company Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and each the consummation by the Company of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby have been duly and validly authorized by all necessary corporatecorporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of the Merger by the Required Company Vote, if required, shareholder actions; and the filing of appropriate merger documents as required by the DGCL). This Agreement has been duly executed and delivered by the Company and (bassuming due and valid authorization, execution and delivery hereof by the other parties hereto) do not constitutes a valid and will not contravene the terms binding agreement of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous WorldCompany, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, its terms except (a) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other Laws affecting or relating to creditor’s rights generally or by legal principles of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to applicability governing the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iiib) All corporate action on The Board of Directors of the part of each Group Company, its officersat a meeting duly called and held, directors has unanimously approved and shareholders necessary for determined that this Agreement, the authorizationOffer, execution the Top-Up Option and delivery the Merger are advisable and unanimously resolved to recommend that the holders of each Shares accept the Offer, tender their Shares and, if required by applicable Law, approve this Agreement, the Top-Up Option and the Merger, all of which determinations, approvals and resolutions have not been rescinded, modified or withdrawn as of the Restructuring Agreements date hereof. If required by applicable Law, the affirmative vote of the holders of at least a majority of the issued and outstanding Shares to which such Group Company is a party, approve this Agreement and the performance Merger (the “Required Company Vote”) is the only vote of all obligations holders of such Group Company hereunder and thereunder, has been taken Shares or will be taken prior to the Closing, and each other securities (equity or otherwise) of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute Company necessary to consummate the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofMerger.
Appears in 2 contracts
Samples: Merger Agreement (Dune Energy Inc), Merger Agreement (Eos Petro, Inc.)
Authorization. (ia) All The Company has all requisite corporate action power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, and, subject to receipt of each of Perfect Human the Company Written Consent, to consummate the transactions contemplated hereby and Prosperous World with regard thereby and to the perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the Ancillary Agreements and the selling consummation of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporatethe Company's Board of Directors and, and if required, shareholder actions; except for (bi) do not and will not contravene the terms receipt of the Articles of Association of each of Perfect Human Company Written Consent and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All the filing of the Certificate of Merger with the Delaware Secretary of State, no other corporate action proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements. On or prior to the date hereof, the Company, its officers, directors 's Board of Directors has unanimously (x) resolved that this Agreement and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements the consummation of the Merger and the other transactions contemplated hereby and thereby are fair to and in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations best interests of the Company hereunder and thereunder, and the authorizationStockholders, issuance (or reservation for issuance), sale y) approved and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and declared advisable this Agreement, each the Ancillary Agreements and the Merger and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL, and (z) has recommended that the Company's Stockholders adopt this Agreement and approve the Merger. This Agreement has been duly executed and delivered by the Company and is, and upon execution and delivery of the Ancillary Agreements to which the Company is party and to be a party, each of the Restructuring Agreementssuch Ancillary Agreements will be, when executed and delivered by the Companylegal, will constitute the valid and legally binding obligation obligations of the Company, Company enforceable against the Company in accordance with their respective terms, in each case, except (a) as such enforceability may be limited by applicable (A) bankruptcy, insolvency, reorganization, moratorium, reorganization and other Laws similar laws affecting creditors' rights generally and (B) the general principles of general application affecting enforcement equity, regardless of creditors’ rights generally, and whether asserted in a proceeding in equity or at law.
(b) as limited by Laws relating to The Company Written Consent is the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate only action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Stockholders required to approve this Agreement and the Ancillary Agreements to which such Group the Company is a party, the Merger and the performance of all obligations of such Group Company hereunder other transactions contemplated hereby and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofthereby.
Appears in 2 contracts
Authorization. (i) All corporate action of each of Perfect Human Buyer has all requisite power and Prosperous World with regard authority to enter into this Agreement, the execution and delivery of this Agreement Employment Agreements and each of the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Employment Agreements and each of the Ancillary Agreements to which it is a party and the selling consummation of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby and thereby have been duly authorized by all necessary corporatecorporate action on the part of Buyer, and if requiredno further corporate action is required on the part of Buyer or its stockholders to approve, shareholder actions; (b) do not and will not contravene adopt or authorize this Agreement, the terms Employment Agreements, any of the Articles Ancillary Agreements or any of Association of each of Perfect Human the transactions contemplated hereby or thereby. This Agreement, the Employment Agreements and Prosperous World. The performance of all obligations of Perfect Human the Ancillary Agreements (other than the Convertible Cash Note) to which Buyer is a party have been duly executed and Prosperous World hereunder delivered by Buyer and, assuming the due authorization, execution and thereunderdelivery by Seller, will constitute the valid and legally binding obligation obligations of each of Perfect Human and Prosperous WorldBuyer, enforceable against each of Perfect Human and Prosperous World respectively Buyer in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws subject to the laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to bankruptcy, insolvency and the availability relief of debtors and to rules of law governing specific performance, injunctive relief, or relief and other equitable remedies. Each of Perfect Human and Prosperous World is Upon delivery at the true owner Closing of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the CompanyConvertible Cash Note, its officersif any, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company Buyer is party and each of the Restructuring Agreementsa party, when such Convertible Cash Note will have been duly executed and delivered by the Company, Buyer and will constitute the valid and legally binding obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with their respective its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws subject to the laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to bankruptcy, insolvency and the availability relief of debtors and to rules of law governing specific performance, injunctive relief, or relief and other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Catapult Communications Corp), Asset Purchase Agreement (Tekelec)
Authorization. (ia) All corporate action The Company has all requisite power and authority to execute and deliver this Agreement and subject, in the case of each the consummation of Perfect Human the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and Prosperous World with regard to the perform its obligations hereunder. The execution and delivery of this Agreement by the Company and each the consummation by the Company of the Ancillary Agreements transactions contemplated hereby (including the Offer and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (aMerger) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the CompanyCompany and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Offer and the Merger), its officersother than in the case of the consummation of the Merger, directors obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and shareholders necessary for delivered by the Company and, assuming the due authorization, execution and delivery of this Agreementby Parent and Merger Sub, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)constitutes a legal, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that such enforceability (a) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other Laws of general application similar laws affecting enforcement of or relating to creditors’ rights generally, generally and (b) as limited by Laws relating is subject to the availability general principles of specific performance, injunctive relief, or other equitable remediesequity.
(iiib) All corporate action on Assuming that the part representations of each Group CompanyParent and Merger Sub contained in Section 5.6 are accurate, its officers, directors and shareholders necessary for if the authorization, execution and delivery holdings of each Company Common Stock by Parent and/or Merger Sub do not meet the threshold required by Section 253 of the Restructuring Agreements to which such Group Company is a partyDGCL, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each affirmative vote of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation holders of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance a majority of the Series A Preferred Shares or outstanding Shares, voting together as a class, as of the Conversion Shares record date for such vote (the “Requisite Stockholder Approval”), is not subject to any preemptive rights or rights the only vote of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofof any class or series of the Company’s capital stock necessary (under applicable Legal Requirements or otherwise) to adopt this Agreement and approve the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Spectralink Corp), Merger Agreement (Polycom Inc)
Authorization. (ia) All The Company has all requisite corporate action power and authority to execute and deliver this Agreement and, subject in the case of each the consummation of Perfect Human the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and Prosperous World with regard to the perform its obligations hereunder. The execution and delivery of this Agreement by the Company and each the approval of the Ancillary Agreements consummation by the Company of the transactions contemplated hereby (including the Offer and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (aMerger) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the CompanyCompany and no additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (including the Offer and the Merger), its officersother than, directors in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and shareholders necessary for delivered by the Company and, assuming the due authorization, execution and delivery of this Agreementby Parent and Merger Sub, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)constitutes a legal, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that such enforceability (a) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other Laws of general application similar laws affecting enforcement of or relating to creditors’ rights generally, generally and (b) as limited by Laws relating is subject to the availability general principles of specific performance, injunctive relief, or other equitable remediesequity.
(iiib) All corporate action on Assuming that the part representations of each Group CompanyParent and Merger Sub contained in Section 4.6 are accurate, its officers, directors and shareholders necessary for if the authorization, execution and delivery holdings of each Company Common Stock by Parent and/or Merger Sub do not meet the threshold required by Section 253 of the Restructuring Agreements DGCL, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock, voting together as a class (the “Requisite Stockholder Approval”), is the only vote of the holders of any class or series of Company Capital Stock necessary (under applicable Legal Requirements or otherwise) to which such Group adopt this Agreement and approve the Merger.
(c) The Company is a partyBoard has taken all action reasonably necessary to (i) render the Company Rights inapplicable to this Agreement, the Tender and Voting Agreements, the Offer, the Merger and the performance other transactions contemplated by this Agreement and (ii) ensure that (A) neither Parent nor any of all obligations of such Group Company hereunder and thereunder, has been taken its stockholders or Affiliates is or will be taken prior to become an “Acquiring Person” (as defined in the ClosingCompany Rights Plan) solely by reason of this Agreement, the Tender and each Voting Agreements, the Offer, the Merger and the other transactions contemplated by this Agreement, (B) a “Distribution Date” (as defined in the Company Rights Plan) shall not occur solely by reason of this Agreement, the Tender and Voting Agreements, the Offer, the Merger and the other transactions contemplated by this Agreement and the Tender and Voting Agreements and (C) the Company Rights shall expire at the Appointment Time.
(d) The Compensation Committee of the Restructuring AgreementsCompany Board (the “Compensation Committee”) (i) at a meeting duly called and held at which all members of the Compensation Committee were present, when executed duly and delivered by such Group Companyunanimously adopted resolutions approving as an “employment compensation, will constitute severance or other employee benefit arrangement” within the valid meaning of Rule 14d-10(d)(1) under the Exchange Act, (A) each Company Option Plan, (B) the treatment of Company Options, shares of Company Restricted Stock and legally binding obligation of such Group Company, enforceable against such Group Company Restricted Stock Units in accordance with their respective termsthe terms set forth in this Agreement, except the applicable Company Option Plan and any applicable Employee Plan, (aC) as limited by applicable bankruptcythe terms of Section 6.12, insolvency, reorganization, moratorium, Section 6.13 and other Laws Section 6.14 of general application affecting enforcement of creditors’ rights, this Agreement and (bD) as limited by Laws each other Employee Plan that under the terms of this Agreement is required to be set forth in Section 3.17(a)(ii) of the Company Disclosure Schedule, which resolutions have not been rescinded, modified or withdrawn in any way and principles (ii) has taken all other actions necessary to satisfy the requirements of equity relating the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the availability of specific performance, injunctive relief, or other equitable remediesforegoing arrangements. The issuance Each member of the Series A Preferred Shares or Compensation Committee is an “independent director” in accordance with the Conversion Shares is not subject to any preemptive rights or rights requirements of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from Rule 14d-10(d)(2) under the holders thereofExchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Autodesk Inc), Merger Agreement (Moldflow Corp)
Authorization. (i) All corporate action The Seller has all requisite power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated hereby to be executed by the Seller in connection with the consummation of each of Perfect Human the transactions contemplated hereby and Prosperous World with regard such ancillary documents, and to consummate the execution transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each such ancillary documents by the Seller and the consummation by the Seller of the Ancillary Agreements transactions contemplated hereby and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) thereby have been duly and validly authorized and declared advisable by at least a majority of the members of the Board of Directors based upon the recommendation of the Special Committee and, upon receipt of the approval of the holders of at least a majority of the outstanding shares of the Seller's common stock of this Agreement and the Bexil Sale contemplated hereby, each voting as provided under the MGCL and in the charter and by-laws of the Seller (such receipt of approval being the "Required Vote"), the execution, delivery and performance of this Agreement and such ancillary documents by the Seller and the consummation by the Seller of the transactions contemplated hereby and thereby shall have been duly and validly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors Seller and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunderSeller's stockholders. This Agreement has been, and the authorizationsuch ancillary documents shall be, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when duly executed and delivered by the Company, Seller and constitutes or will constitute the legal, valid and legally binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with their respective its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other similar Laws of general application affecting enforcement of and equitable principles relating to or limiting creditors’ ' rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bexil Corp), Stock Purchase Agreement (Bexil Corp)
Authorization. (ia) All Seller has the corporate action of each of Perfect Human power and Prosperous World with regard authority to execute and deliver this Agreement and the Ancillary Agreements (to which it is a party) and consummate or cause to be consummated the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements (to which Seller is a party) by Seller and the selling consummation of the 1,000,000 shares transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Series A Preferred Shares Directors of Seller and no other corporate proceedings including, without limitation, a vote of Seller’s stockholders, on the part of Seller is necessary to authorize the Investors execution, delivery and performance of this Agreement, the Ancillary Agreements (ato which it is a party) or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements (to which Seller is a party) have been duly authorized executed and delivered by all necessary corporateSeller and constitute, and if requiredwhen executed and delivered, shareholder actions; (b) do not and will not contravene the terms each of the Articles of Association of each of Perfect Human other agreements, documents and Prosperous World. The performance of all obligations of Perfect Human instruments to be executed and Prosperous World hereunder and thereunderdelivered by Seller pursuant hereto will constitute, will constitute the a valid and legally binding obligation agreement of each of Perfect Human and Prosperous World, Seller enforceable against each of Perfect Human and Prosperous World respectively Seller in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and .
(b) as limited by Laws relating Each other member of the Seller Group has, or will have prior to the availability Closing, the corporate power and authority to execute and deliver the Ancillary Agreements and/or other documents and instruments required to be delivered by such party at the Closing pursuant to the terms of specific performance, injunctive reliefthis Agreement (the “Required Documents”) and consummate or cause to be consummated the transactions contemplated hereby and thereby. The execution and delivery of the Required Documents by each member of the Seller Group (other than Seller) has been, or other equitable remedies. Each will be prior to the Closing, duly and validly authorized by the Board of Perfect Human Directors of such member and Prosperous World is has been, or will be prior to the true owner Closing, approved by requisite votes of the 500,000 shares stockholders of Series A Preferred Shares that each is selling to the Investors clean such member, as necessary, and free from any Liens.
(ii) All no other corporate action proceedings on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each members of the Ancillary Agreements Seller Group (other than Seller) will be necessary as of the Closing to authorize the execution, delivery and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations any of the Company hereunder Required Documents or the consummation of the transactions contemplated hereby and thereunderthereby. The Required Documents will be duly executed and delivered at the Closing by each member of the Seller Group, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Companydelivered, will constitute the constitute, valid and legally binding obligation agreements or obligations of the Company, such member enforceable against the Company such member, as applicable, in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (3com Corp), Asset Purchase Agreement (Utstarcom Inc)
Authorization. (i) All corporate action of each of Perfect Human The execution, delivery and Prosperous World with regard to the execution and delivery performance of this Agreement, the Note Documents, the Voting Agreement, the Framework Agreement and each the Commercial Agreement (the “Transaction Agreements”) and the consummation of the Ancillary Agreements transactions contemplated herein and therein (collectively, the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a“Transactions”) have been duly authorized by the Board of Directors and all other necessary corporate, and if required, shareholder actions; (b) do not and will not contravene corporate action on the terms part of the Articles Company other than the receipt of Association the Company Stockholder Approvals. The execution, delivery and performance of each Transaction Agreement and the consummation of Perfect Human the Transactions contemplated thereby has been duly authorized by the governing body of each member of the Company Group that is a party to such Transaction Agreement and Prosperous Worldall other necessary corporate action on the part of such member of the Company Group. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute Assuming this Agreement constitutes the valid and legally binding obligation of each the Purchaser, this Agreement is a valid and binding obligation of Perfect Human and Prosperous Worldthe Company Group, enforceable against each of Perfect Human and Prosperous World respectively the Company Group in accordance with their respective its terms, except subject to the limitation of such enforcement by (aA) as limited by applicable the effect of bankruptcy, insolvency, reorganization, moratoriumreceivership, and conservatorship, arrangement, moratorium or other Laws of general application laws affecting enforcement of or relating to creditors’ rights generally, and generally or (bB) as limited by Laws relating to the rules governing the availability of specific performance, injunctive relief, relief or other equitable remedies. Each remedies and general principles of Perfect Human and Prosperous World is the true owner equity, regardless of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements whether considered in substantially the form attached hereto as Exhibit G a proceeding in equity or at law (the “Restructuring AgreementsEnforceability Exceptions”). On the Closing Date, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or Commercial Agreement will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when duly executed and delivered by the CompanyCompany and, will constitute the assuming that it is a valid and legally binding obligation of the CompanyPurchaser Affiliate, will be a valid and binding obligation of the Company enforceable against the Company in accordance with their respective its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating subject to the availability of specific performanceEnforceability Exceptions. On the Closing Date, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or Note Documents will be taken prior to the Closing, and each of the Restructuring Agreements, when duly executed and delivered by such the Company and each other member of the Company Group Company, contemplated thereby to be a party thereto and will constitute the be a valid and legally binding obligation of the Company and each such member of the Company Group enforceable against the Company and each such member of the Company Group in accordance with its terms, subject to the Enforceability Exceptions. Any Note Documents to which any member of the Company Group is a party that become or are required to become effective after the Closing Date will be duly executed and delivered by each member of the Company Group required to be a party thereto and will be a valid and binding obligation of such Group Company, Person enforceable against such Group Company Person in accordance with their respective its terms, except subject to the Enforceability Exceptions. Pursuant to resolutions previously provided to the Purchaser, the Board of Directors has, by resolutions unanimously adopted by the Board of Directors: (ai) determined that the Purchase and the other Transactions are advisable and in the best interests of the Company and the Company’s stockholders; (ii) approved and declared it advisable to enter into this Agreement and the other Transaction Agreements; (iii) directed that each of the Company Stockholder Proposals be submitted to a vote of the Company’s stockholders at the Company Special Meeting; and (iv) resolved to recommend that that the Company stockholders approve each of the Company Stockholder Proposals. The Company Board Recommendation has not been amended, rescinded or modified. For purposes of this Agreement, approval of the Charter Amendment Proposal at the Company Special Meeting requires the affirmative vote of the holders of (A) at least a majority of the outstanding shares of Company Class A Common Stock, voting as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rightsa separate class, and (bB) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance at least a majority of the Series A Preferred Shares total outstanding shares of Company Class V Common Stock, voting as a separate class. Approval of the Nasdaq Proposal at the Company Special Meeting requires the affirmative vote of a majority of the voting power of the shares of Company Common Stock present in person or represented by proxy at the Conversion Shares is not subject Company Special Meeting and entitled to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from vote on the holders thereofNasdaq Proposal.
Appears in 2 contracts
Samples: Investment Agreement (Inspirato Inc), Investment Agreement (Inspirato Inc)
Authorization. (i) All corporate action of each of Perfect Human and Prosperous World with regard to the execution and delivery of this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) The execution, delivery and performance by BBU or such Seller, as applicable, of this Agreement, and the consummation of the transactions contemplated hereby, are within such Person’s organizational powers and have been duly authorized by all necessary corporate, and if required, shareholder actions; organizational action on the part of such Person.
(b) do not This Agreement has been duly executed and will not contravene the terms of the Articles of Association of each of Perfect Human delivered by BBU or such Seller, as applicable, and Prosperous World. The performance of assuming due execution and delivery by all obligations of Perfect Human and Prosperous World hereunder and thereunderother parties hereto, will constitute the this Agreement constitutes a valid and legally binding obligation agreement of each of Perfect Human and Prosperous Worldsuch Person, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium and other Laws of general application similar Applicable Law affecting enforcement of creditors’ rights generallygenerally and subject, and as to enforceability, to general principles of equity (b) as limited by Laws relating to collectively, the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens“Remedies Exception”).
(c) Without limiting the generality of Section 5.02(a) or Section 5.02(b), with respect to BBU, the BBU Board, after receiving advice of outside legal and financial advisors and following the receipt and review of an unanimous recommendation from the BBU Committee, has unanimously (subject to any abstentions by directors that are conflicted): (i) determined that the consideration to be received directly and indirectly by BBU for the Purchased Interests to be sold pursuant to this Agreement is fair to BBU, from a financial point of view, and that the transactions contemplated hereby are in the best interests of BBU; (ii) All corporate action on resolved to recommend that the part BBU Unitholders vote in favor of the Company, Transaction Resolution; and (iii) authorized the entering into of this Agreement and the performance by BBU of its officers, directors and shareholders necessary for the authorization, execution and delivery of obligations under this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, no action has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive reliefamend, or other equitable remedies.
(iii) All corporate action on the part of each Group Companysupersede such determinations, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive reliefresolutions, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofauthorizations.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Cameco Corp), Equity Purchase Agreement (Brookfield Business Corp)
Authorization. (ia) All The Company has all requisite corporate action of each of Perfect Human power and Prosperous World with regard authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the execution transactions contemplated hereby. The execution, delivery and delivery performance of this Agreement and each the consummation by the Company of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) Merger have been duly and validly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders no other corporate proceedings on the part of the Company are necessary for to authorize the authorization, execution and delivery of this Agreement, each Agreement or the consummation of the Ancillary Agreements and restructuring agreements in substantially transactions contemplated hereby, other than, with respect to the form attached hereto Merger, the adoption of this Agreement by the holders of at least a majority of the outstanding aggregate voting power of Company Common Stock, voting together as Exhibit G a single class (the “Restructuring AgreementsCompany Stockholder Approval”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, . This Agreement has been taken or will be taken prior to the Closing, duly and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when validly executed and delivered by the CompanyCompany and, will constitute assuming the due execution and delivery by Parent and Merger Sub, constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, liquidation, preferential transfer, moratorium and other similar Laws of general application now or hereafter affecting enforcement of creditors’ rights generallygenerally and subject, and as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law).
(b) as limited by Laws relating The Board of Directors of the Company has, acting upon the unanimous recommendation of the Special Committee, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to recommend that the Company Stockholders approve the adoption of this Agreement and (iv) directed that this Agreement be submitted to the availability of specific performance, injunctive relief, or other equitable remediesCompany Stockholders for adoption.
(iiic) All corporate action on This Agreement and the part transactions contemplated hereby, including the Merger and the acquisition of “Beneficial Ownership” of “Equity Securities” (as each Group such term is defined in the Spinco Agreement) of the Company by Parent, have been approved in advance by a majority of the “Qualified Directors” (as such term is defined in the Spinco Agreement) of the Company, its officerssuch that this Agreement and the transactions contemplated hereby, directors including the Merger and shareholders necessary for the authorization, execution and delivery acquisition of each Beneficial Ownership of Equity Securities of the Restructuring Agreements to which Company by Parent, qualify as a “Qualified Acquisition” (as such Group Company term is a party, and defined in the performance Spinco Agreement) for purposes of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each Section 5(a) of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute Spinco Agreement.
(d) The Company Stockholder Approval is the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance only vote of the Series A Preferred Shares holders of any class or series of capital stock of the Conversion Shares is not subject Company necessary to any preemptive rights adopt this Agreement and to consummate the transactions contemplated hereby, including the Merger, under applicable Law or rights of first refusal, under the Company Charter or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofCompany Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Liberty Interactive Corp), Merger Agreement (HSN, Inc.)
Authorization. (ia) All Each of Buyer and Canada Buyer has all requisite corporate action of each of Perfect Human power and Prosperous World with regard authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements to which Buyer, Canada Buyer, or any of their respective Affiliates is a party by Buyer, Canada Buyer or any of their respective Affiliates and the selling consummation of the 1,000,000 shares transactions contemplated hereby and thereby (including the consummation of Series A Preferred Shares to the Investors (atransactions contemplated hereunder and thereunder) have been duly authorized by all necessary corporaterequisite corporate action of Buyer, Canada Buyer and/or their respective applicable Affiliates. This Agreement has been (and the Ancillary Agreements to which Buyer, Canada Buyer, or any of their respective Affiliates is a party will be) duly and validly executed and delivered by Buyer, Canada Buyer, and/or their respective applicable Affiliates and constitutes (and each such Ancillary Agreement when so executed and delivered by Buyer, Canada Buyer and/or their applicable Affiliates will constitute) a valid, legal and binding agreement of Buyer or Canada Buyer (and in the case of Ancillary Agreements, Buyer, Canada Buyer, or their respective Affiliates party thereto) (assuming this Agreement has been, and if requiredthe Ancillary Agreements to which Buyer, shareholder actions; (b) do not Canada Buyer, or their respective applicable Affiliates is a party will be, duly authorized, executed and will not contravene delivered by the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous Worldother parties thereto), enforceable against each Buyer or Canada Buyer (and in the case of Perfect Human and Prosperous World respectively the Ancillary Agreements, Buyer, Canada Buyer or their respective Affiliates party thereto) in accordance with their respective its terms, except (ai) as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and moratorium or other Laws of general application affecting the enforcement of creditors’ rights generallygenerally and (ii) that the availability of equitable remedies, and including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.
(b) as limited by Laws relating to Assuming the availability truth and accuracy of specific performanceSeller’s representations and warranties contained in Section 2.2(b), injunctive reliefno material notices to, filings with or other equitable remedies. Each authorization, registration, declaration, consent or approval of Perfect Human and Prosperous World any Governmental Authority is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorizationexecution, execution and delivery or performance by Buyer, Canada Buyer or any of their respective Affiliates of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (Agreement or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which Buyer, Canada Buyer or any of their respective Affiliates is a party or the Company is party consummation by Buyer and each Canada Buyer of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective termstransactions contemplated hereby or thereby, except (a) as limited by for compliance with and filings under the HSR Act and any other applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesCompetition Law.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Nucor Corp), Securities Purchase Agreement (Cornerstone Building Brands, Inc.)
Authorization. (ia) All The Company has all requisite corporate power and authority, and has taken all corporate action of each of Perfect Human necessary, to execute, deliver and Prosperous World with regard perform this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and each the consummation by the Company of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms board of directors of the Articles of Association of each of Perfect Human and Prosperous WorldCompany. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and No other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action proceedings on the part of the CompanyCompany are necessary to authorize this Agreement and the transactions contemplated hereby, its officersother than the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, directors and shareholders necessary for assuming the due authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered hereof by the CompanyRepresentatives, will constitute Parent and Acquisition Sub, is the valid and legally binding obligation of the Company, enforceable against the Company it in accordance with their respective its terms, except (a) as enforcement may be limited by the General Enforceability Exceptions and except insofar as the availability of equitable remedies may be limited by applicable bankruptcylaw.
(b) The affirmative vote of the holders of (i) a majority of the outstanding shares of Company Capital Stock (other than shares of Company Non-Voting Common Stock) with each holder of Series A Shares or Series B Shares being entitled to cast the number of votes equal to the number of whole Common Shares into which such Series A Shares or Series B Shares are convertible as of the record date for determining stockholders entitled to vote on the matter, insolvency, reorganization, moratorium, and other Laws (ii) a majority of general application affecting enforcement of creditors’ rights generallythe outstanding Series A Shares, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each a majority of the Restructuring Agreements outstanding Series B Shares, are the only votes necessary to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofof any class or series of the capital stock of the Company to approve this Agreement and the Merger (such affirmative vote, whether at a meeting of stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company, shall herein be referred to as “Stockholder Approval”).
(c) The board of directors of the Company, at a meeting duly called and held, has unanimously duly adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and are fair to and in the best interest of the Stockholders, (ii) approving this Agreement and the transactions contemplated hereby, including the Merger, which approval satisfies in full the requirements of the DGCL that the Agreement be approved by the Company’s board of directors, and (iii) resolving to recommend approval and adoption of this Agreement by the Stockholders in connection with the Stockholder Consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carpenter Technology Corp), Merger Agreement (Carpenter Technology Corp)
Authorization. (i) All corporate action of each of Perfect Human and Prosperous World with regard to the execution and delivery of this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunderto be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Y Preferred Shares Stock being sold hereunder and the Ordinary Conversion Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Initial Closing, except that (i) the issuance, sale and this Agreement, each delivery of the Ancillary Agreements Series Y Preferred Stock being sold hereunder and the shares of Common Stock to which be issued upon conversion of the Series Y Shares (the "Conversion Shares") (other than the Series Y Preferred Stock being sold at the Initial Closing and the related Conversion Shares) requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i)(1); (ii) the number of Conversion Shares issuable upon conversion of the Series Y Preferred Stock exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company is party and each to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Restructuring AgreementsConversion Shares will need to be taken, when executed and delivered including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; (iii) all corporate action necessary to amend the certificate of incorporation of the Company (including the Certificate of Designation that created the Series X Preferred Stock (the "Series X Designation")) (A) to increase the closing sale price of the Corporation's Common Stock on the NNM necessary to cause an automatic conversion of the Series X Preferred Stock referenced in Section 3(b) of the Series X Designation from $2.00 per share to $2.50 per share, (B) to reflect that the Series X Preferred Stock and Series Y Preferred Stock shall rank on parity with one another for purposes of Sections 2 and 6 of the Series X Designation and (C) to reflect in Section 5(a) of the Series X Designation that the Company can authorize or issue, or obligate itself to issue, commencing six months after the date of filing with the Secretary of State of Delaware of the Series Y Designation, equity securities having rights, preferences or privileges pari passu with the Series X Preferred Stock without the consent of the holders of at least a majority of the then outstanding Series X Preferred Stock will need to be taken, including the approval of such amendments by the holders of the Series X Preferred Stock and the Company's stockholders and the filing of an instrument necessary to implement such amendments with the Secretary of State of Delaware; (iv) all corporate action necessary to amend the Series Y Designation to add the clause contemplated by Section 6.7 will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the holders of the Series X Preferred Stock and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware (the stockholder approvals specified in clauses (i), (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"); and (v) to the extent that, as a result of any anti-dilution adjustment to the Conversion Price (as defined in both the Series X Designation and Series Y Designation), the number of shares of Common Stock issuable upon conversion of shares of Series X Preferred Stock and Series Y Preferred Stock exceeds the number of authorized and unissued shares of Common Stock on the date of such adjustment, corporate action will need to be taken to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock and to reserve such number of shares of Common Stock necessary to allow for the issuance of such excess number of shares of Common Stock. This Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws laws of general application affecting enforcement of creditors’ ' rights generally, and (bii) as limited by Laws laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remedies.
, and (iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, extent the indemnification and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as contribution provisions contained herein may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, federal or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofstate securities laws.
Appears in 2 contracts
Samples: Series Y Preferred Stock Purchase Agreement (DSL Net Inc), Series Y Preferred Stock Purchase Agreement (Columbia Capital LLC)
Authorization. (ia) All The Company has all requisite corporate action of each of Perfect Human power and Prosperous World with regard authority to enter into this Agreement and the execution other agreements referenced herein to which it will be a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each the other agreements referenced herein to which the Company will be a party and the consummation of the Ancillary Agreements transactions contemplated hereby and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) thereby have been duly authorized and validly approved by all necessary corporatethe board of directors of the Company. The board of directors of the Company has unanimously determined and declared that this Agreement is advisable and in the best interests of the Company and its stockholders and has directed that this Agreement be submitted to the Company’s stockholders for adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. This Agreement has been, and if requiredthe other agreements referenced herein to which the Company will be a party, shareholder actions; (b) do not when executed, will be, duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Park Sterling, is and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the be a valid and legally binding obligation of each of Perfect Human and Prosperous World, the Company enforceable against each of Perfect Human and Prosperous World respectively the Company in accordance with their respective terms, its terms (except (a) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Laws of general application applicability relating to or affecting enforcement of creditors’ rights generallyor by general equity principles (the “Bankruptcy and Equity Exception”)). No other corporate proceedings are necessary for the execution and delivery by the Company of this Agreement and the other agreements referenced herein to which it will be a party, the performance by it of its obligations hereunder and thereunder or the consummation by it of the transactions contemplated hereby and thereby, including the plan of merger contained in this Agreement, other than receipt of the affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote to adopt this Agreement at a stockholders’ meeting duly called and held for such purpose (the “Company Stockholder Approval”).
(b) as limited Neither the execution and delivery by Laws relating to the availability Company of specific performancethis Agreement, injunctive reliefnor the consummation of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (i) violate, conflict with, or other equitable remedies. Each result in a breach of Perfect Human and Prosperous World is any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the true owner termination of, or result in the loss of the 500,000 shares any benefit or creation of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action right on the part of any third party under, or accelerate the Companyperformance required by, its officersor result in a right of termination or acceleration of, directors and shareholders necessary for or result in the authorization, execution and delivery creation of this Agreement, each any Liens upon any of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations material properties or assets of the Company hereunder and thereunderor any of its Subsidiaries under any of the terms, and the authorization, issuance conditions or provisions of (A) its Charter or bylaws (or reservation for issuance)similar governing documents) or the certificate of incorporation, sale and delivery charter, bylaws or other governing instrument of any Subsidiary of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion Company or (B) except as set forth in Section 3.4(b) of the Series A Preferred SharesCompany Disclosure Schedule, has been taken any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which it may be bound, including the trust preferred securities issued by Provident Community Bancshares Capital Trust I and each of Provident Community Bancshares Capital Trust II or the Restructuring Agreementsrelated indentures or (ii) assuming the consents referred to in Section 3.5 are duly obtained, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against violate any Law applicable to the Company in accordance with or any of its Subsidiaries or any of their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, properties or other equitable remediesassets.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Merger Agreement (Provident Community Bancshares, Inc.), Merger Agreement (Park Sterling Corp)
Authorization. (i) All corporate action of each of Perfect Human and Prosperous World with regard to the execution and delivery of this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporateThe Company has requisite -------------- corporate power and authority to execute and deliver this Agreement, and if requiredsubject to the approval by the stockholders of the Company, shareholder actions; to execute, deliver and file the Articles of Merger and, subject to the satisfaction of the conditions set forth herein and therein, to consummate the transactions contemplated hereby and thereby.
(b) do not This Agreement, the Offer, the Merger and will not contravene the terms other transactions contemplated hereby have been approved by the Board of Directors of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective termsCompany and, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to for the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner approval of the 500,000 shares Merger by the stockholders of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All Company, no other corporate action proceeding on the part of the Company, its officers, directors and shareholders Company is necessary for the authorization, execution and delivery of to authorize this Agreement, each the Offer, the Merger or the other transactions contemplated hereby or to consummate the Offer, the Merger and the other transactions contemplated hereby. The affirmative vote of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G holders of (the “Restructuring Agreements”), the performance of all obligations i) two-thirds of the outstanding shares of Company hereunder Common Stock and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery ii) two-thirds of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion outstanding shares of the Series A Preferred SharesPreference Stock, approving the Merger are the only votes of the holders of any class or series of the Company's capital stock necessary to approve any of the transactions contemplated by this Agreement.
(c) This Agreement has been taken or will be taken prior to the Closing, duly and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when validly executed and delivered by the Company, will constitute the Company and is a valid and legally binding obligation agreement of the Company, enforceable against the Company in accordance with their respective its terms, and the Articles of Merger when executed and delivered pursuant hereto will be a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except (a) in each case as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent conveyance, and other Laws of general application affecting enforcement of moratorium or similar laws in effect now or hereafter in effect relating to creditors’ ' rights generally, and by equitable principles (b) as limited by Laws relating to the availability of specific performance, injunctive relief, whether considered in a proceeding at law or other equitable remediesin equity).
(iiid) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each The transfer of the Restructuring Agreements Company's granule crushing equipment to which such Group Company is a partythe Company's Wrentham and Franklin, and MA quarry (at least with respect to the performance of all obligations "French parcel" of such Group Company hereunder quarry) and thereunderits operation at such location will not conflict with, has been taken constitute a default under, result in the termination or will be taken prior to the Closing, and each in a right of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relieftermination of, or other equitable remedies. The issuance of the Series A Preferred Shares violate or the Conversion Shares is not subject to any preemptive be in conflict with, provide a basis for increased rights or rights of first refusalunder, or if result in a breach of any such preemptive rights term or rights provision of, any term or provision of first refusal exist, waiver of such rights has been obtained from the holders thereofany Material Contract.
Appears in 2 contracts
Samples: Merger Agreement (Bird Corp), Merger Agreement (Bi Expansion Ii Corp)
Authorization. (ia) All Purchaser has the requisite corporate power and authority and has taken all action of each of Perfect Human necessary to execute and Prosperous World with regard deliver this Agreement, to perform its obligations hereunder and to consummate the execution transactions contemplated hereby. The execution, delivery and delivery performance by Purchaser of this Agreement and each the consummation by Purchaser of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares transactions contemplated hereby and, to the Investors (a) extent applicable, the performance of its obligations hereunder have been duly authorized and approved by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, Purchaser. This Agreement has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when duly executed and delivered by the Company, will constitute the Purchaser. Assuming that this Agreement constitutes valid and legally binding obligation obligations of the CompanySeller, this Agreement constitutes valid and binding obligations of Purchaser, enforceable against the Company Purchaser in accordance with their respective termsthe terms thereof, except (a) as to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and Creditor’s Rights.
(b) as limited The execution, delivery and performance by Laws relating to Purchaser of this Agreement or any other agreement contemplated hereunder or the availability consummation by Purchaser of specific performancethe transactions contemplated hereby or thereby does not or will not, injunctive reliefafter the giving of notice, or other equitable remedies.
the lapse of time, or otherwise, (i) conflict with any of the provisions of the Organizational Documents of Purchaser, (ii) conflict with or result in a breach of, or constitute a default under any Contract to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound, or (iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective termscontravene any Applicable Law, except in the case of clauses (aii) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (biii) as limited above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which would not reasonably be expected to prevent, materially delay or materially impair Purchaser’s ability to consummate the transactions contemplated by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofthis Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Public Sector Pension Investment Board), Securities Purchase Agreement (Pattern Renewables LP)
Authorization. (ia) All corporate action of each of Perfect Human The execution, delivery and Prosperous World with regard to performance by the execution and delivery Company of this Agreement and each the Transaction Documents (to which it is a party to) and the consummation by the Company of the Ancillary Agreements transactions contemplated hereby and thereby are within the selling corporate powers of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) Company and have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of Company to the Companyextent required by their respective Organizational Documents, applicable Laws or any Contract to which it is a party or by which its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, securities are bound. This Agreement has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when duly executed and delivered by the CompanyCompany and the Company Shareholders and it constitutes, and upon their execution and delivery, the Transaction Documents (to which it is a party to) will constitute the constitute, a valid and legally binding obligation agreement of the CompanyPurchaser Parties, enforceable against the Company them in accordance with their respective representative terms, except (a) as limited . The Company Shareholder Approval is the only vote of any of Company Shares necessary in connection with the entry into this Agreement by applicable bankruptcy, insolvency, reorganization, moratoriumthe Company, and other Laws the consummation of general application affecting enforcement of creditors’ rights generallythe transactions contemplated hereby, and including the Closing.
(b) as limited The board of directors of the Company has, by Laws relating to duly adopted resolutions, (i) approved this Agreement, the availability Merger and the transactions contemplated by this Agreement, (ii) determined that this Agreement, the Merger and the transactions contemplated by this Agreement are advisable and in the best interests of specific performancethe Company and the Company Shareholders, injunctive relief, or other equitable remedies.
(iii) All corporate action on directed that the part adoption of each Group Companythis Agreement be submitted to approve by the Company Shareholders and (iv) resolved to recommend that the Company Shareholders approve this Agreement, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, Merger and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered transactions contemplated by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement (WiMi Hologram Cloud Inc.), Merger Agreement (Venus Acquisition Corp)
Authorization. (i) All The Company has the requisite corporate action power to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to consummate the Transactions and to comply with the provisions of each of Perfect Human this Agreement. The execution, delivery and Prosperous World with regard to the execution and delivery performance of this Agreement and each the other Transaction Documents to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Ancillary Agreements transactions contemplated hereby and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) thereby have been duly authorized by all necessary corporatecorporate action on the part of the Company (other than the Stockholder Approval). This Agreement has been, and if requiredupon its execution the other Transaction Documents to which the Company is a party shall have been, shareholder actions; (b) do not duly executed and will not contravene delivered by the terms Company and are valid and binding obligations of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous WorldCompany, enforceable against each of Perfect Human and Prosperous World respectively it in accordance with their respective its terms, except subject to the limitation of such enforcement by (ai) as limited by applicable the effect of bankruptcy, insolvency, reorganization, moratoriumreceivership, and conservatorship, arrangement, moratorium or other Laws of general application laws affecting enforcement of or relating to creditors’ rights generally, and generally or (bii) as limited by Laws relating to the rules governing the availability of specific performance, injunctive relief, relief or other equitable remedies. Each remedies and general principles of Perfect Human and Prosperous World is the true owner equity, regardless of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements whether considered in substantially the form attached hereto as Exhibit G a proceeding in equity or at law (the “Restructuring AgreementsEnforceability Exceptions”). The Board of Directors unanimously adopted resolutions (A) approving this Agreement and the Transactions, (B) declaring that this Agreement and the performance of all obligations Transactions are advisable and in the best interests of the Company hereunder and thereunder, and the authorizationCompany’s stockholders, issuance (or reservation C) directing that the Stockholder Proposal be submitted to for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered approval by the Company, will constitute the valid ’s stockholders and legally binding obligation of (D) recommending that the Company’s stockholders approve the Stockholder Proposal, enforceable against the Company which resolutions have not been rescinded, modified or withdrawn in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesany way.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Share Purchase Agreement (Weichai America Corp.), Share Purchase Agreement (Power Solutions International, Inc.)
Authorization. (a) The board of directors of Fortis, at a meeting duly called and held at which all directors of Fortis were present or pursuant to an action by written consent, duly and unanimously adopted resolutions (i) All corporate action approving and declaring advisable the Merger, this Option Agreement and the other transactions contemplated hereby; (ii) determining that the Merger Consideration is fair to Fortis Shareholders and declaring that the Merger, this Option Agreement and the other transactions contemplated hereby are in the best interests of each of Perfect Human Fortis Shareholders; (iii) adopting this Option Agreement; (iv) authorizing Fortis to enter into this Option Agreement and Prosperous World with regard to consummate the Merger and the other transactions contemplated hereby, on the terms and subject to the execution conditions set forth in this Option Agreement; (v) directing that the Merger and delivery this Option Agreement be submitted to Fortis Shareholders at a meeting or by written consent in lieu of a meeting for a vote for adopting this Option Agreement and each of approving the Ancillary Agreements Merger; and (vi) recommending that Fortis Shareholders vote to approve and adopt this Option Agreement and approve the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; Merger.
(b) do not The only votes or consent of holders of any class or series of Fortis Capital Stock necessary to approve and will not contravene adopt the terms Merger, this Option Agreement and the other transactions contemplated hereby are the affirmative votes or consent of (i) the holders of at least [*] of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 outstanding shares of Series A Fortis Preferred Shares that each is selling to the Investors clean Stock and free from any Liens.
(ii) All corporate action on the part holders of at least a [*] of the Companyoutstanding shares of Fortis Common Stock on an as-converted to Fortis Common Stock basis (collectively, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring AgreementsShareholder Approval”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Option Agreement and Plan of Merger (Fibrogen Inc), Option Agreement and Plan of Merger (Fibrogen Inc)
Authorization. This Agreement, the Escrow Agreement described in Section 12.3 below and all other agreements in connection with the Transaction to which Seller is or will be a party (isuch Escrow Agreement and any other agreements being referred to hereafter as the "Ancillary Agreements") have been, or upon their execution and delivery hereunder will have been, duly and validly executed and delivered by Seller and constitute, or will constitute, valid and binding agreements of Seller enforceable against Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by general equitable principles or the exercise of judicial discretion in accordance with such principles. Seller has all requisite power and authority to execute and deliver this Agreement and, at the time of the Closing, will have all requisite power and authority to carry out the transactions contemplated in this Agreement and the Ancillary Agreements to which it is or will be a party. All requisite corporate action on the part of each of Perfect Human and Prosperous World with regard Seller has been taken to authorize the execution and delivery of this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which Seller is or will be a party subject only to the Company is party and each approval of the Restructuring Agreements, when executed Transaction and delivered this Agreement by the Company, will constitute the valid and legally binding obligation Seller's stockholders as contemplated by Section 6.8(a). The affirmative vote of the Companyholders of a majority of the shares of common stock of Seller outstanding on the record date for the stockholders meeting called pursuant to Section 6.8(a) (the "Required Seller Stockholder Vote") is the only vote of the holders of any of Seller's capital stock necessary under Delaware Law to approve this Agreement and the transactions contemplated hereby. The Board of Directors of Seller has unanimously (i) approved this Agreement and the Transaction, enforceable against (ii) determined that in its opinion the Company Transaction and this Agreement is in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, the best interests of the stockholders of Seller and other Laws of general application affecting enforcement of creditors’ rights generally, is on terms that are fair to such stockholders and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on recommended that the part stockholders of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, Seller approve this Agreement and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofMerger.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tab Products Co), Asset Purchase Agreement (Docucon Incorporated)
Authorization. (i) All corporate action of each of Perfect Human The Company has all necessary power and Prosperous World with regard authority to the execution execute and delivery of deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporate, transactions contemplated hereby and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous Worldthereby. The performance Board of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part Directors of the Company, its officersat a meeting duly called and held on the date hereof at which all directors of the Company were present, directors duly and shareholders necessary for the authorization, execution unanimously adopted resolutions (A) adopting and delivery of declaring advisable this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is a party and each the Merger and other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein; (B) taking all actions necessary or advisable to ensure that this Agreement and the Merger and the other transactions contemplated hereby satisfy the requirements of the Restructuring AgreementsExisting Stockholders’ Agreement; (C) declaring that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and the Ancillary Agreements and consummate the Merger and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein; (D) directing that the adoption of this Agreement be submitted to a vote at a meeting of stockholders of the Company; (E) recommending that the stockholders of the Company adopt this Agreement; and (F) taking all actions necessary or advisable to ensure that this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby will not cause to be applicable to the Company or Parent any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal Laws including to ensure that Section 203 of the DGCL does not apply to this Agreement, the Merger and the other transactions contemplated hereby.
(ii) The Company’s execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or vote of holders of any class or series of capital stock of the Company is necessary to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, other than the adoption of this Agreement by an affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholders Meeting or any adjournment or postponement thereof (“Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent and Merger Sub) constitutes, and each Ancillary Agreement to which the Company is a party, when executed and delivered by the CompanyCompany (assuming due authorization, execution and delivery by the other parties thereto), will constitute the constitute, a valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other similar Laws of general application relating to or affecting enforcement of creditors’ rights generally, and generally or by general equitable principles (b) as limited by Laws relating to the availability regardless of specific performance, injunctive relief, whether such enforceability is considered in a proceeding in equity or other equitable remediesat Law).
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Merger Agreement (Great Atlantic & Pacific Tea Co Inc), Merger Agreement (Pathmark Stores Inc)
Authorization. (ia) All corporate Seller has the requisite limited partnership power and authority, and has taken all limited partnership action of each of Perfect Human necessary to execute and Prosperous World with regard deliver this Agreement and all other documents to be executed and delivered by Seller as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the execution transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and each the consummation by Seller of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares transactions contemplated hereby and, to the Investors (a) extent applicable, the performance of its obligations hereunder have been duly authorized and approved by all necessary corporate, limited partnership action on the part of Seller. This Agreement has been duly executed and if required, shareholder actions; (b) do not delivered by Seller. Assuming that this Agreement constitutes valid and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all binding obligations of Perfect Human and Prosperous World hereunder and thereunderPurchaser, will constitute the this Agreement constitutes valid and legally binding obligation obligations of each of Perfect Human and Prosperous WorldSeller, enforceable against each of Perfect Human and Prosperous World respectively Seller in accordance with their respective termsthe terms hereof, except (a) as to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other similar Applicable Laws of general application affecting the enforcement of creditors’ rights generallygenerally and by general equitable principles, and whether considered in a Proceeding in equity or at law (collectively, “Creditor’s Rights”).
(b) as limited The execution, delivery and performance by Laws relating to Seller of this Agreement or any other agreement contemplated hereunder or the availability consummation by Seller of specific performancethe transactions contemplated hereby or thereby does not or will not, injunctive reliefafter the giving of notice, or other equitable remedies. Each the lapse of Perfect Human and Prosperous World is the true owner time, or otherwise, (i) conflict with any of the 500,000 shares provisions of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
Organizational Documents of Seller, (ii) All corporate action on the part of the Companyconflict with or result in a breach of, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements constitute a default under any Contract to which the Company Seller is a party and each or by which Seller or any of the Restructuring Agreementsits properties or assets are bound, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part contravene any Applicable Law, or (iv) violate any applicable right of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery first offer or right of each of the Restructuring Agreements first refusal to which such Group Company Seller is a party, and except in the performance case of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except clauses (aii) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (biii) as limited above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which would not reasonably be expected to prevent, materially delay or materially impair Seller’s ability to consummate the transactions contemplated by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofthis Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Public Sector Pension Investment Board), Securities Purchase Agreement (Pattern Renewables LP)
Authorization. (i) All corporate action of each of Perfect Human The Company has all necessary power and Prosperous World with regard authority to execute and deliver this Agreement and the Escrow Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby subject to the execution receipt of Company Stockholder Approval (as defined in Section 4.2(a)(ii)) and delivery the filing and recordation of the appropriate documents with respect to the Merger in accordance with the DGCL. At a meeting duly called and held, the Board of Directors of the Company, has (A) adopted resolutions adopting and declaring advisable this Agreement and the Escrow Agreement and the Merger and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein; (B) determined that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and the Escrow Agreement and consummate the Merger and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein; (C) directed that the adoption of this Agreement and each be submitted to a vote at a meeting of stockholders of the Ancillary Agreements Company; (D) resolved, subject to Section 6.3 and their fiduciary duties, to recommend that the selling stockholders of the 1,000,000 shares Company adopt this Agreement; and (E) approved the Parent’s entering into the Company Voting Agreements, including for purposes of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms Section 203 of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any LiensDGCL.
(ii) All The Company’s execution, delivery and performance of this Agreement and the Escrow Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the CompanyCompany or vote of holders of any class or series of capital stock of the Company is necessary to authorize this Agreement or the Escrow Agreement or to consummate the transactions contemplated hereby or thereby, its officersother than the adoption of this Agreement by an affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholders Meeting or any adjournment or postponement thereof (“Company Stockholder Approval”). This Agreement and the Escrow Agreement have been duly executed and delivered by the Company and subject, directors solely with respect to the consummation of the Merger, to the receipt of the Company Stockholder Approval, and shareholders necessary for the (assuming due authorization, execution and delivery of this Agreementby Parent and Merger Sub) constitute legal, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation obligations of the Company, enforceable against the Company in accordance with their respective termsterms subject, except (a) as limited by applicable to enforceability, to bankruptcy, insolvency, reorganization, moratorium, moratorium and other Laws laws of general application applicability relating to or affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability (regardless of specific performance, injunctive relief, whether such enforceability is considered in a proceeding in equity or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofat law).
Appears in 2 contracts
Samples: Merger Agreement (Thompson Anthony W), Merger Agreement (Grubb & Ellis Co)
Authorization. (ia) All corporate action of each of Perfect Human Sellers have all requisite corporate, limited liability company or other entity power and Prosperous World with regard authority to execute and deliver this Agreement and the execution Ancillary Agreements to which Sellers are a party, as applicable, and to consummate the transactions contemplated hereby and thereby. The execution, delivery or performance of this Agreement and each of the Ancillary Agreements to which Sellers are a party by Sellers and the selling consummation of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby and thereby by Sellers have been duly authorized by all necessary requisite corporate, and if required, shareholder actions; (b) do not and will not contravene the terms limited liability company or other entity power action of Sellers. No vote or approval of the Articles holders of Association any class or series of capital stock of Sellers is necessary for the execution, delivery or performance by Sellers of this Agreement or the Ancillary Agreements to which Sellers are a party or the consummation by Sellers of the transactions contemplated hereby or thereby. This Agreement has been (and the execution, delivery or performance of each of Perfect Human the Ancillary Agreements to which Sellers will be a party will be) duly and Prosperous World. The performance validly executed and delivered by Sellers and constitutes (and each such Ancillary Agreement when so executed and delivered by Sellers will constitute) a valid, legal and binding agreement of all obligations of Perfect Human Sellers (assuming that this Agreement has been, and Prosperous World hereunder the Ancillary Agreements to which Sellers are a party will be, duly and thereundervalidly authorized, will constitute executed and delivered by the valid and legally binding obligation of each of Perfect Human and Prosperous Worldother Persons party thereto), enforceable against each of Perfect Human and Prosperous World respectively Sellers in accordance with their respective its terms, except (a) as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and moratorium or other Laws of general application affecting the enforcement of creditors’ rights generally, and .
(b) as limited by Laws relating to Assuming the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human truth and Prosperous World is the true owner accuracy of the 500,000 shares representations and warranties of Series A Preferred Shares that each is selling to the Investors clean and free from Buyer set forth in Section 3.2(b), no notices to, filings with or authorizations, registrations, declarations, consents or approvals of any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders Governmental Authority are necessary for the authorizationexecution, execution and delivery or performance by Sellers or any of their Controlled Affiliates of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (Agreement or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which Sellers or any of their Controlled Affiliates are a party or the Company is party and each consummation by Sellers or their Controlled Affiliates of the Restructuring Agreementstransactions contemplated hereby or thereby, when executed except for (i) compliance with and delivered filings under the HSR Act and (ii) those the failure of which to obtain or make would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole, or that would reasonably be expected to prevent or materially delay or materially impair the consummation by the Company, will constitute the valid and legally binding obligation Sellers of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediestransactions contemplated hereby.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 2 contracts
Samples: Securities and Asset Purchase Agreement (Triumph Group Inc), Securities and Asset Purchase Agreement (Aar Corp)
Authorization. (ia) All The Company has all requisite corporate action power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby subject, in the case of each the Merger, to receipt of Perfect Human and Prosperous World with regard to the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and each the Additional Agreements to which it is a party and the consummation by the Company of the Ancillary Agreements transactions contemplated hereby and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) thereby have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for . No other corporate proceedings on the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations part of the Company hereunder and thereunderare necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Additional Agreements to which the Company is a party and each of the Restructuring Agreements, when have been duly executed and delivered by the CompanyCompany and, will assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute the a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and other Laws the availability of general application affecting enforcement of creditors’ rights generally, and equitable remedies (the “Enforceability Exceptions”).
(b) as limited By resolutions duly adopted (and not thereafter modified or rescinded) by Laws relating to the availability requisite vote of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part Board of each Group Directors of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery Board of each Directors of the Restructuring Company has: (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which such Group Company it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the performance transactions contemplated hereby and thereby, are in the best interests of all obligations the Company and the Company Stockholders; (iii) adopted this Agreement; and (iv) directed that the approval of such Group Company hereunder and thereunder, has been taken or will this Agreement be taken prior submitted to the Closing, Company Stockholders and each recommended the Agreement to the Stockholders and that the Company Stockholders approve this Agreement. The affirmative vote or written consent of Persons holding a majority of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance voting power of the Series A shares of Company Capital Stock (with holders of shares of Company Preferred Shares Stock voting on an as-converted to Company Common Stock basis) entitled to vote thereon to approve this Agreement (the “Company Stockholder Approval”) is the only vote or the Conversion Shares is not subject to consent of any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofof Company Capital Stock or any other class or series of capital stock of the Company that is necessary in order for the Company to consummate the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (NaturalShrimp Inc), Merger Agreement (Yotta Acquisition Corp)
Authorization. (ia) All CME Holdings has all requisite corporate action power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of each approval by the holders of Perfect Human a majority of the outstanding shares of CME Holdings Common Stock entitled to vote in accordance with the DGCL (the “CME Holdings Stockholder Approval”), to consummate the Merger and Prosperous World with regard to the execution other transactions contemplated hereby. The execution, delivery and delivery performance of this Agreement and each the consummation of the Ancillary Agreements Merger and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) other transactions contemplated hereby have been duly and validly authorized by all necessary corporatecorporate actions, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and no other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action proceedings on the part of the Company, its officers, directors and shareholders CME Holdings are necessary for CME Holdings to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by CME Holdings and, assuming due authorization, execution and delivery of this Agreement, by each of the Ancillary Agreements CBOT Holdings and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)CBOT, the performance of all obligations of the Company hereunder and thereunderis a legal, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the CompanyCME Holdings, enforceable against the Company CME Holdings in accordance with their respective its terms, except (a) as limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other Laws similar laws of general application applicability relating to or affecting enforcement of creditors’ rights generally, and to general equity principles.
(b) as limited The Board of Directors of CME Holdings, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Merger and the other transactions contemplated by Laws relating this Agreement are advisable, fair to and in the availability best interests of specific performanceCME Holdings and its stockholders, injunctive relief(ii) approving this Agreement, or the Merger and the other equitable remediestransactions contemplated by this Agreement and (iii) recommending that CME Holdings’ stockholders adopt this Agreement and approve the transactions contemplated hereby.
(iiic) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each The affirmative vote of the Restructuring Agreements to which such Group Company is holders of a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each majority of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute outstanding CME Holdings Class A Common Stock at the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating CME Holdings Stockholders Meeting or any adjournment or postponement thereof to adopt this Agreement is the availability of specific performance, injunctive relief, or other equitable remedies. The issuance only vote of the Series A Preferred Shares holders of any class or series of Securities of CME Holdings necessary to adopt this Agreement and approve the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereoftransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Chicago Mercantile Exchange Holdings Inc), Merger Agreement (Cbot Holdings Inc)
Authorization. (ia) All corporate action of each of Perfect Human The execution, delivery and Prosperous World with regard to performance by the execution and delivery Company of this Agreement and each the Additional Agreements to which the Company is or will be a party and the consummation by the Company of the Ancillary Agreements transactions contemplated hereby and thereby are within the selling corporate powers of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) Company and have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company. This Agreement constitutes, its officersand, directors and shareholders necessary for upon the authorization, execution and delivery of this Agreementthereof, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements Additional Agreement to which the Company is or will be a party and each of the Restructuring Agreementswill constitute, when executed and delivered by the Company, will constitute the a valid and legally binding obligation agreement of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and reorganization or other Laws of general application similar laws affecting the enforcement of creditors’ rights generally, generally and by general principles of equity (the “Enforceability Exceptions”).
(b) as limited By resolutions duly adopted (and not thereafter modified or rescinded) by Laws relating the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved this Agreement, the Additional Agreements and the transactions contemplated hereby and thereby in accordance with the provisions of the DGCL and the Company Certificate of Incorporation; (ii) determined that this Agreement, the Additional Agreements and the transactions contemplated hereby and thereby, upon the terms and subject to the availability conditions set forth herein, are advisable and fair to and in the best interests of specific performance, injunctive relief, or other equitable remedies.
the Company and the Company Stockholders; (iii) All corporate action on directed that the part adoption of each Group Company, its officers, directors this Agreement be submitted to the Company Stockholders for consideration and shareholders necessary for the authorization, execution and delivery of each recommended that all of the Restructuring Agreements to which such Group Company is a party, and the performance Stockholders adopt this Agreement. The affirmative votes or written consents of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws Persons holding more than fifty percent (50%) (on an as-converted basis) of general application affecting enforcement the voting power of creditors’ rights, and the Company Stockholders; (b) Persons holding more than fifty percent (50%) of outstanding shares of Company Preferred Stock, voting as limited a separate class; and (c) Persons holding more than fifty percent (50%) of outstanding shares of Company Series B Preferred Stock, voting as a separate class, in each case, who deliver written consents or are present in person or by Laws proxy at such meeting and principles of equity relating to voting thereon are required to, and shall be sufficient to, approve this Agreement and the availability of specific performance, injunctive relief, or other equitable remediestransactions contemplated hereby (the “Company Stockholder Approval”). The issuance Company Stockholder Approval is the only vote or consent of any of the Series A Preferred Shares or holders of any of the Conversion Shares is not subject Company Capital Stock necessary to any preemptive rights or rights adopt this Agreement and approve the Merger and the consummation of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofother transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Gemini Therapeutics, Inc. /DE), Merger Agreement (FS Development Corp.)
Authorization. (ia) All corporate action of each of Perfect Human The execution, delivery and Prosperous World with regard to performance by the execution and delivery Company of this Agreement and each the consummation by the Company of the Ancillary Agreements and transactions contemplated hereby are within the selling Company’s corporate powers and, except for the required approval of the 1,000,000 shares Company’s stockholders in connection with the consummation of Series A Preferred Shares to the Investors (a) Merger, have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company. Subject to Section 9.01(a), its officers, directors and shareholders the affirmative vote of the holders of a majority of the outstanding shares of Company Stock is the only vote of the holders of any of the Company’s capital stock necessary for in connection with the consummation of the Merger (the “Company Stockholder Approval”). Assuming the due authorization, execution and delivery of this AgreementAgreement by Parent and Merger Subsidiary, each of the Ancillary Agreements this Agreement constitutes a valid and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations binding agreement of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except its terms (a) as limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other Laws of general application laws affecting enforcement of creditors’ rights generallygenerally and general principles of equity).
(b) Each of the Transactions Committee and the Company’s Board of Directors has unanimously (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Subsidiary and the other Affiliates of Parent), and (bii) as limited by Laws relating to approved and declared advisable this Agreement and the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a partytransactions contemplated hereby, and the performance Company’s Board of all obligations Directors has resolved, subject to Section 6.03(b), to recommend approval and adoption of this Agreement by its stockholders (such Group Company hereunder and thereunderrecommendation, has been taken or will be taken prior to including the Closing, and each recommendation of the Restructuring AgreementsTransactions Committee, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group “Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofBoard Recommendation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pepsiamericas Inc/Il/), Merger Agreement (Pepsico Inc)
Authorization. (i) All corporate action of each of Perfect Human and Prosperous World with regard to the execution and delivery of this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) The Company has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject, in the case of the Merger, to the receipt of the Company Stockholder Approval and the Company Disinterested Stockholder Approval. Assuming the accuracy of the representations in Section 4.15, the execution, delivery and performance of the Transaction Documents to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders no other corporate proceedings on the part of the Company are necessary for to authorize the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements Transaction Documents to which the Company is a party and each or the consummation of the Restructuring Agreementstransactions contemplated hereby and thereby, when other than, with respect to the Merger, the Company Stockholder Approval and the Company Disinterested Stockholder Approval. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, will constitute assuming the due execution and delivery by Parent, Merger Sub and Merger LLC, constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, liquidation, preferential transfer, moratorium and other similar Laws of general application now or hereafter affecting enforcement of creditors’ rights generallygenerally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law).
(b) The Company Board has unanimously (i) determined that the Transaction Documents and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and the Company Disinterested Stockholders, (ii) approved (including for purposes of Section 203 of the DGCL) and declared advisable the Transaction Documents and the transactions contemplated hereby and thereby, including the Merger, (iii) directed that this Agreement be submitted to the Company Voting Stockholders (including the Company Disinterested Stockholders) for adoption and (iv) resolved to recommend that the Company Voting Stockholders (including the Company Disinterested Stockholders) approve the adoption of this Agreement (such recommendation, the “Company Board Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn.
(c) Assuming the accuracy of the representations in Section 4.15, the only votes of the holders of any class or series of Company Capital Stock necessary to adopt the Transaction Documents and to consummate the transactions contemplated hereby and thereby are the adoption of this Agreement by: (i) the affirmative vote of holders of a majority of the aggregate voting power of the outstanding shares of Company Series A Common Stock, Company Series B Common Stock and Company Preferred Stock entitled to vote thereon, voting together as a single class in accordance with the Company Charter (the “Company Stockholder Approval”), and (bii) the affirmative vote of holders of a majority of the aggregate voting power of the outstanding shares of Company Series A Common Stock, Company Series B Common Stock and Company Preferred Stock entitled to vote thereon (other than any outstanding shares of Company Capital Stock beneficially owned, directly or indirectly, by (A) Parent and its Subsidiaries, (B) the Xxxxxx Group, the Xxxxxx Group and their respective Affiliates, (C) A/N and its Affiliates, (D) the members of the Parent Board and the Parent Section 16 Officers, (E) the members of the Company Board and the Company Section 16 Officers or (F) the immediate family members (as limited by Laws relating defined in Item 404 of Regulation S-K) of any of the foregoing), voting together as a single class (the “Company Disinterested Stockholder Approval” and the holders of Company Capital Stock entitled to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action vote on the part of each Group CompanyCompany Disinterested Stockholder Approval, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group “Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofDisinterested Stockholders”).
Appears in 2 contracts
Samples: Merger Agreement (Charter Communications, Inc. /Mo/), Merger Agreement (Cco Holdings LLC)
Authorization. (i) All Company has all requisite corporate action of each of Perfect Human power and Prosperous World authority to enter into this Agreement and, subject to obtaining Company Stockholders Approval with regard respect to the Merger, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and each the consummation of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, subject, in the case of the Merger, to obtaining the approval and adoption of this Agreement by the holders of a majority of the Shares if required by law (the "Company Stockholders Approval"). No vote of the holders of Company Capital Stock, other than Company Stockholders Approval, is necessary to approve or adopt this Agreement or the transactions contemplated hereby. The Board of Directors of Company (the "Company Board"), at a meeting duly called and held, duly and unanimously adopted resolutions (a) approving the Offer, the Merger, this Agreement and the transactions contemplated hereby, (b) determining that the terms of the Offer, the Merger, this Agreement and the transactions contemplated hereby are fair to and in the best interests of Company and its officersstockholders, directors and shareholders necessary for (c) recommending that Company's stockholders accept the authorizationOffer, execution and delivery of adopt this Agreement, each of approve the Ancillary Agreements Merger and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of grant the Company hereunder Stockholders Approval and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, d) declaring that this Agreement is advisable. This Agreement has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when duly executed and delivered by the CompanyCompany and, will constitute the assuming this Agreement constitutes a legal, valid and legally binding obligation of the Parent and Subsidiary, constitutes a valid and binding obligation of Company, enforceable against the Company in accordance with their respective its terms, except (a) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, insolvency or similar laws affecting creditors' rights generally and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofequity.
Appears in 2 contracts
Samples: Merger Agreement (Urs Corp /New/), Merger Agreement (Dames & Moore Group)
Authorization. Each of the Sellers severally and not ------------- jointly, represents and warrants to Purchaser as set forth below, as of the date of this Agreement and as of the Closing Date, subject to the exceptions set forth in the Disclosure Schedule.
(ia) All Each Seller that is a Record Holder is the sole and exclusive record owner, and each Seller that is a Beneficial Owner is the sole and exclusive beneficial owner, of the Shares set forth opposite its name in Schedule 1.01, free and clear of all Liens, and, except as set forth Section ------------- ------- 3.01(a) of the Disclosure Schedule, there are no agreements, arrangements or ---------------------------------- understandings to which such Seller is a party (other than this Agreement) involving the purchase, sale or other acquisition or disposition of the Shares owned by such Seller or any interest therein.
(b) Such Seller shall deliver or cause to be delivered to Purchaser certificates representing all Shares owned by such Seller in the amounts contemplated by Section 1.02, each such certificate to be duly endorsed for transfer and free and clear of all Liens. The delivery of such certificates to Purchaser duly endorsed for transfer will transfer to Purchaser good and valid title to such Shares, free and clear of all Liens.
(c) Each Corporate Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate action power and authority to carry on its business as now being conducted and to own its properties. Each Corporate Seller has full corporate power and authority to enter into this Agreement and the Operative Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Corporate Seller of this Agreement and the Operative Agreements to which it is a party have been duly authorized by all requisite corporate action. This Agreement has been, and the Operative Agreements to which it is a party will be as of the Closing Date, duly executed and delivered by each Seller, and (assuming due execution and delivery by Purchaser) this Agreement constitutes, and each of the Operative Agreements to which it is a party when executed and delivered will constitute, a valid and binding obligation of each of Perfect Human and Prosperous World Seller, enforceable in accordance with regard to the its terms.
(d) The execution and delivery of this Agreement and each the Operative Agreements by such Seller and the consummation of the Ancillary Agreements transactions contemplated hereby and the selling thereby will not (i) except as disclosed Section 3.01(d) --------------- of the 1,000,000 shares Disclosure Schedule, breach, violate or constitute an event of Series A Preferred Shares default -------------------------- (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under or require any consent or the Investors (a) have been duly authorized by all necessary corporategiving of any notice under, and if requiredany articles or certificate of incorporation or other constituting document, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive reliefby-laws, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary documents providing for the authorizationgovernance of a Corporate Seller, execution and delivery of this Agreementnote, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)bond, the performance of all obligations of the Company hereunder and thereunderindenture, and the authorizationmortgage, issuance (or reservation for issuance)security agreement, sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shareslease, has been taken or will be taken prior to the Closinglicense, and this Agreementfranchise, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreementspermit, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, agreement or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements instrument or obligation to which such Group Company Seller is a party, and or by which such Seller or the performance Shares held by such Seller may be bound, or result in the creation of all obligations any Lien upon the properties or assets of such Group Company hereunder and thereunder, has been taken or will be taken prior Seller pursuant to the Closingterms of any such instrument or obligation, and each or (ii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree or other instrument of any court or governmental or regulatory body, agency or authority applicable to such Seller or by which the Restructuring Agreements, when executed and delivered Shares held by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofSeller may be bound.
Appears in 1 contract
Authorization. (i) All The Board of Directors of the Company has declared the Merger advisable and has duly resolved to recommend that the Merger and the Merger Agreement be approved by the Shareholders. The Company has full corporate action of each of Perfect Human power and Prosperous World authority to enter into this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby and to comply with regard the terms and provisions hereof and thereof, subject to the execution conditions hereof and thereof. The execution, delivery and performance by the Company of this Agreement and each of the Ancillary Agreements Merger Agreement and the selling of actions to be taken by the 1,000,000 shares of Series A Preferred Shares to the Investors (a) Company contemplated hereby and thereby have been duly and validly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each subject to approval of the Ancillary Agreements Merger and restructuring agreements the Merger Agreement by the Shareholders. The approval of the valuation of the Merger Consideration as required by Article III, Section B(2)(b)(ii)(B) of the Company's Articles of Incorporation by the affirmative vote of a majority of the votes that holders of the outstanding shares of each series of Company Preferred Stock are entitled to cast (voting as a single class on an as-if converted basis in substantially accordance with the form attached hereto as Exhibit G Company's Articles of Incorporation) (the “Restructuring Agreements”"SHAREHOLDER MERGER CONSIDERATION APPROVAL"), the performance affirmative vote of all obligations a majority of the votes that holders of the outstanding shares of Company Common Stock are entitled to cast (voting as a single class with the holders of the Company hereunder and thereunderPreferred Stock voting on an as-if converted basis in accordance with the Company's Articles of Incorporation), the affirmative vote of a majority of the votes that holders of the outstanding shares of each series of Company Preferred Stock are entitled to cast (each series of Company Preferred Stock voting separately as a class in accordance with the Company's Articles of Incorporation) and the authorization, issuance affirmative vote of a majority of the votes that holders of the outstanding shares of Company Preferred Stock are entitled to cast (or reservation for issuancevoting as a single class on an as-if converted basis in accordance with the Company's Articles of Incorporation), sale and delivery are the only votes of the Series A Preferred Shares being sold hereunder holders of any class or series of the Company's capital stock necessary to approve the Merger Agreement and the Ordinary Shares issuable upon conversion transactions contemplated thereby. Each of this Agreement and the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute Merger Agreement constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except subject to (a) as limited by applicable bankruptcygeneral principles of equity, insolvency, reorganization, moratorium, and other Laws regardless of general application affecting whether enforcement of creditors’ rights generallyis sought in a proceeding in equity or at law, and (b) as limited by Laws relating to the availability of specific performancebankruptcy, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcyreorganization, insolvency, reorganizationfraudulent conveyance, moratorium, and receivership or other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity similar laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive affecting creditors' rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofgenerally.
Appears in 1 contract
Authorization. (i) All corporate action of each of Perfect Human The execution, delivery and Prosperous World with regard to the execution and delivery performance by Lessee of this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares other Operative Documents to the Investors (a) have which it is a party has been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of Lessee and do not require the Companyconsent or approval of any member of Lessee or any trustee or holder of any indebtedness or other obligation of Lessee or of the Co-Owners, except for approvals of RUS in connection with any Refinancing, approvals listed on Schedule 4 and the consents of the Other Co-Owners contained in the Co-Owners' Consent, which have been duly obtained with true copies thereof delivered to the Participants.
(c) Subsection 5.5(g) of the Existing Participation Agreement is hereby amended by deleting the third sentence of such section in its officersentirety and substituting the following sentence in lieu thereof: The Unit 2 Site and the Local Common Facilities Site are owned in fee simple by Lessee as tenant-in-common with GPC, directors Xxxxxx and shareholders necessary MEAG, in the respective percentages set forth in the Ownership Agreement, and Lessee, GPC, Xxxxxx and MEAG, as tenants-in-common in the respective percentages set forth in the Ownership Agreement, have good and marketable and indefeasible title to the Local Common Facilities (other than the Local Common Facilities Site), in each case free and clear of all Liens (other than Permitted Liens).
(d) Subsection 5.5(o) of the Existing Participation Agreement is hereby amended by deleting the term "REA Mortgage" therein and substituting the term "Oglethorpe Indenture" in lieu thereof.
(e) Subsection 5.5(r)(i) of the Existing Participation Agreement is hereby amended by deleting clause (y) of such subsection in its entirety and substituting the following in lieu thereof:
(y) a balance sheet of Lessee as at the end of such fiscal year and the related statement of revenue and expenses, statement of patronage capital and statements of cash flows for the authorizationyear then ended, execution and delivery together with the report with respect thereto of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive reliefCoopers & Xxxxxxx L.L.P., or other equitable remedies.
(iii) All corporate action on the part independent public accountants of each Group Companyrecognized national standing, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.and
Appears in 1 contract
Authorization. (i1) All corporate action The Seller hereby appoints and authorizes the Purchaser, its employees and designees, as its exclusive agent for the purpose of each of Perfect Human and Prosperous World with regard submitting proper invoices in the Seller’s name to the execution Government seeking any and delivery of this Agreement all payments under the Novation Contracts.
(2) The Seller specifically authorizes the Purchaser to submit proper invoices to the Government consistent with the pricing and each other requirements set forth in the Novation Contracts. At the Purchaser’s instruction, the Seller shall cause all payments for performance under the Novation Contracts to be paid into a lock-box under the exclusive control of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares Purchaser pursuant to the Investors (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous Worldlock-box agreement for such lock-box. The Seller shall also pass on to the Purchaser, without any withholding or setoff, via wire transfer of funds, promptly, but in no event later than five (5) Business Days of receipt, any amounts the Seller receives from the Government for performance under the Novation Contracts.
(3) The Seller agrees to refrain from undertaking any actions which the Purchaser is authorized to undertake pursuant to this Section 5.6(d)(ii)(D) unless requested to do so by the Purchaser. The Seller also agrees to refrain from retaining another agent to perform any of all the actions covered in this Section 5.6(d)(ii)(D), thereby making the Purchaser its exclusive agent for the purposes set forth herein.
(4) For purposes of allowing the Purchaser to fulfill its obligations under this Section 5.6, the Seller hereby delegates authority to any of Perfect Human and Prosperous World hereunder and thereunderthe officers of the Purchaser, will constitute the valid and legally binding obligation or any of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective termsimmediate subordinates, except (a) as limited by applicable bankruptcyto enter into, insolvencyexecute, reorganizationprocess and deliver for, moratoriumor in the name of or on behalf of the Seller, any proper invoices, task/delivery orders and other Laws of general application affecting enforcement of creditors’ rights generallymodifications, and (b) as limited by Laws amendments or extensions thereto that may arise in the ordinary course relating to the availability Novation Contracts, as well as task or delivery order proposals in connection with any of specific performancethe Novation Contracts (the “Contract Documents”); provided, injunctive reliefthat the foregoing authority shall not permit the Purchaser or its employees to issue checks, drafts, or other equitable remedies. Each of Perfect Human and Prosperous World is orders on the true owner funds of the 500,000 shares Seller. Copies of Series A Preferred Shares that each is selling all Contract Documents executed by the Purchaser pursuant to this provision shall be provided to the Investors clean Seller no later than three (3) Business Days after being executed. Any Contract Documents requiring signatures of both the Government and free from the Seller shall be ratified by a counter-signature by the Seller and returned to Purchaser within three (3) Business Days of receipt by the Seller. Notwithstanding the foregoing, prior to executing any LiensContract Document pursuant to this provision that has a projected monetary value exceeding $50,000, the Purchaser shall notify the Seller in writing to insure that the Seller is apprised of significant engagements executed by the Purchaser on behalf of the Seller.
(ii5) All corporate action on Nothing in this Section 5.6(d) is intended or shall be construed to transfer any rights to any Government Contract or usurp, violate or otherwise negate the part requirements of the CompanyAnti-Assignment Act, its officers41 U.S.C. § 15(a) or the Assignment of Claims Act, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G 31 U.S.C. § 3727(a)(1)(b) (the “Restructuring AgreementsActs”). In the event of any claim by any agency of the United States of a violation of any of the provisions of either of the Acts as a result of this Section 5.6(d), the performance Seller shall cooperate in good faith with the Purchaser, at the Purchaser’s sole cost and expense, to correct such claimed violations and seek the Government’s ratification of all obligations of any Contract Document claimed to be an unlawful assignment under the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesActs.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Authorization. (ia) All Subject to receipt of the Company Stockholder Approval, the Company has all requisite corporate action of each of Perfect Human power and Prosperous World with regard authority to execute, deliver and perform its obligations under this Agreement and the execution Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each of the Ancillary Agreements and the selling consummation of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby and thereby have been duly and validly authorized or recommended, as applicable, by all necessary corporatethe Company’s Board of Directors (and each applicable committee thereof) and, and if required, shareholder actions; except for (bi) do not and will not contravene the terms receipt of the Articles of Association of each of Perfect Human Company Stockholder Approval and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All the filing of the Certificate of Merger with the Delaware Secretary of State, no other corporate action proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements. On or prior to the date hereof, the Company’s Board of Directors has unanimously (x) determined that it is in the best interests of the Company and the Stockholders, its officersand declared it advisable, directors to enter into this Agreement, (y) approved the execution, delivery and shareholders necessary for performance of this Agreement and the authorizationconsummation of the transactions contemplated hereby, and (z) resolved to recommend that the Stockholders adopt this Agreement and approve the Merger. This Agreement has been duly executed and delivered by the Company and is, and upon execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and to be a party, each of the Restructuring Agreementssuch Ancillary Agreements will be, when executed and delivered by the Companya legal, will constitute the valid and legally binding obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, in each case, except (a) as such enforceability may be limited by applicable (A) bankruptcy, insolvency, reorganization, moratorium, reorganization and other Laws of general application similar laws affecting enforcement of creditors’ rights generallygenerally and (B) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
(b) as limited by Laws relating to The Company Stockholder Approval is the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate only action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Stockholders required to adopt and approve this Agreement and the Ancillary Agreements to which such Group the Company is a party, party and the performance of all obligations of such Group Company hereunder transactions contemplated hereby and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofthereby.
Appears in 1 contract
Authorization. (a) Other than the SPAC Shareholders’ Approval, SPAC has all requisite corporate power and authority to (i) All corporate action of enter into, execute, and deliver this Agreement and each of Perfect Human the other Transaction Documents to which it is or will be a party, and Prosperous World with regard to (ii) consummate the transactions contemplated hereby and thereby (including the Transactions) and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and each the other Transaction Documents to which SPAC is a party and the consummation of the Ancillary Agreements transactions contemplated hereby and thereby (including the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (aTransactions) have been duly and validly authorized and approved by all necessary corporatethe SPAC Board and, and if requiredother than the SPAC Shareholders’ Approval, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and no other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, company or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action proceeding on the part of SPAC is necessary to authorize this Agreement and the Company, its officers, directors other Transaction Documents to which SPAC is a party and shareholders necessary for to consummate the authorization, execution transactions contemplated hereby and delivery of this Agreement, each of thereby (including the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”Transactions), the performance of all obligations of the Company hereunder and thereunder. This Agreement has been, and the authorization, issuance (at or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements other Transaction Documents to which the Company SPAC is a party will be, duly and each of the Restructuring Agreements, when validly executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratoriumSPAC, and other Laws of general application affecting enforcement of creditors’ rights generallythis Agreement constitutes, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, on or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreementsother Transaction Documents to which SPAC is a party will constitute, when executed and delivered by such Group Companya legal, will constitute the valid and legally binding obligation of such Group CompanySPAC, enforceable against such Group Company SPAC in accordance with their respective its terms, except subject to the Enforceability Exceptions.
(ab) Assuming that a quorum (as limited determined pursuant to the SPAC Charter) is present:
(i) The approval and authorization of the First Merger and the Plan of First Merger shall require approval by a special resolution passed by the affirmative vote of SPAC Shareholders holding at least two-thirds of the issued and outstanding SPAC Shares which, being so entitled, are voted thereon in person or by proxy at a general meeting of SPAC of which notice specifying the intention to propose the resolution as a special resolution has been duly given, pursuant to the terms and subject to the conditions of the SPAC Charter and applicable bankruptcyLaws; and
(ii) The approval and authorization of this Agreement and the Transactions as a Business Combination and the adoption and approval of a proposal for the adjournment of the SPAC Shareholders’ Meeting in each case shall require approval by an ordinary resolution passed by the affirmative vote of SPAC Shareholders holding at least a majority of the outstanding SPAC Shares which, insolvencybeing so entitled, reorganizationare voted thereon in person or by proxy at a general meeting of SPAC, moratoriumpursuant to the terms and subject to the conditions of the SPAC Charter and applicable Laws.
(c) The SPAC Shareholders’ Approval are the only votes and approvals of holders of SPAC Shares necessary in connection with execution of this Agreement and the other Transaction Documents to which SPAC is a party by SPAC and the consummation of the transactions contemplated hereby, including the Closing.
(d) On or prior to the date of this Agreement, the SPAC Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which SPAC is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Transactions) are advisable and fair to, and in the best interests of, SPAC and constitute a Business Combination, (ii) authorizing and approving the execution, delivery and performance by SPAC of this Agreement and the other Laws of general application affecting enforcement of creditors’ rightsTransaction Documents to which SPAC is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Transactions), (iii) making the SPAC Board Recommendation, and (biv) as limited by Laws directing that this Agreement, the Transaction Documents and principles of equity relating the Transactions be submitted to the availability SPAC Shareholders for adoption at an extraordinary general meeting called for such purpose pursuant to the terms and conditions of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofthis Agreement.
Appears in 1 contract
Samples: Business Combination Agreement (SK Growth Opportunities Corp)
Authorization. (i) All corporate action The Company has all requisite power and authority to execute and deliver this Agreement and, subject to obtaining the Stockholder Approval in connection with the consummation of each of Perfect Human the Merger, to consummate the transactions contemplated hereby and Prosperous World with regard to the execution perform its obligations hereunder. The execution, delivery and delivery performance of this Agreement by the Company and each the consummation by the Company of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officerssubject to the Stockholder Approval in connection with the consummation of the Merger. The affirmative vote of stockholders representing a majority of the Shares, directors voting together as a single class, is the only vote of the holders of capital stock of the Company necessary to authorize the execution, delivery and shareholders necessary for performance of this Agreement and approve the transactions contemplated hereby, including the Merger (the “Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreementby Buyer and Merger Sub, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)constitutes a legal, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that such enforceability (a) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other similar Laws of general application affecting enforcement of or relating to creditors’ rights generally, generally and (b) as limited by Laws relating is subject to general principles of equity. The Board of Directors of the availability Company, at a meeting duly called and held, has (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and conditions contained herein, are in the best interests of specific performance, injunctive relief, or other equitable remedies.
the Company and the stockholders of the Company and (iii) All corporate action on resolved to recommend that the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each stockholders of the Restructuring Agreements to which Company adopt this Agreement and that such Group matter be submitted for consideration at the Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofStockholders Meeting.
Appears in 1 contract
Authorization. (ia) All corporate action of each of Perfect Human The execution, delivery and Prosperous World with regard to the execution and delivery performance by Parent of this Agreement and each the other Transaction Documents to which it is a party and the consummation by Parent of the Ancillary Agreements transactions contemplated hereby and thereby are within the selling corporate powers of Parent and, except for the 1,000,000 shares of Series A Preferred Shares to the Investors (a) Parent Stockholder Approval, have been duly authorized by all necessary corporatecorporate action. This Agreement and the other Transaction Documents to which Parent is a party constitutes, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute when executed by Parent, assuming the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, valid and binding agreements of this Agreement, each Parent.
(i) The affirmative vote of a majority of the Ancillary Agreements IPO Shares voted at a duly held stockholders meeting (the “Parent Stockholder Meeting”) to approve the Initial Business Combination contemplated by this Agreement and restructuring agreements (ii) the affirmative vote of the holders of a majority of the outstanding shares of Parent Stock (x) to amend the Parent Certificate of Incorporation in substantially the form attached hereto as Exhibit G B, (y) to adopt the Parent Plan, and (z) to approve the issuance of Parent Stock contemplated by this Agreement are the only votes of any of Parent’s capital stock necessary in connection with the consummation of the Closing; provided that holders of less than 30% of the IPO Shares vote against the consummation of the transactions contemplated by this Agreement and exercise their rights to convert their IPO Shares into cash from the Trust Account in accordance with the provisions of paragraph C of Article Sixth of Parent Certificate of Incorporation (the “Restructuring AgreementsParent Stockholder Approval”). This Agreement constitutes a valid and binding agreement of Parent.
(c) At a meeting duly called and held, Parent’s Board of Directors (including any required committee or subgroup of the performance Parent’s Board of all obligations Directors) has (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Parent’s stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, (iii) determined that the fair market value of the Company hereunder is equal to at least 80% of the balance in the Trust Account excluding Deferred Underwriting Compensation (as defined in the Parent Certificate of Incorporation) and thereunder(iv) resolved to recommend to stockholders adoption of this Agreement, the approval of the issuance of shares of Parent Stock hereunder, the transactions contemplated hereby, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior amendment to the ClosingParent Certificate of Incorporation in the form attached hereto as Exhibit B (such recommendation, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies“Parent Board Recommendation”).
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Authorization. (i) All The Company has full corporate action of each of Perfect Human power and Prosperous World with regard authority to execute and deliver this Agreement, the execution Registration Rights Agreement and delivery of the Warrants, to issue the Common Stock pursuant to this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporateWarrants, and if required, shareholder actions; (b) do not to consummate the transactions contemplated hereby and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively thereby in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, the terms hereof and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesthereof. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, The execution and delivery of this Agreement, each the Registration Rights Agreement and the Warrants, and the issuance of the Ancillary Agreements Common Stock issuable upon a Closing and restructuring agreements in substantially pursuant to the form attached hereto as Exhibit G (Warrants, and the “Restructuring Agreements”)consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company. To the Company's Knowledge, no other corporate proceedings on the performance of all obligations part of the Company hereunder are necessary to approve and thereunderauthorize the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder Common Stock issuable upon a Closing and pursuant to the Warrants, and the Ordinary Shares issuable upon conversion consummation of the Series A Preferred Sharestransactions contemplated hereby and thereby in accordance with the terms hereof and thereof, has been taken or will except for any approval of the Company's shareholders that may be taken prior required pursuant to Rule 4460 of the Closing, and this Marketplace Rules of NASDAQ. This Agreement, each of the Ancillary Agreements to which Registration Rights Agreement and the Company is party and each of the Restructuring AgreementsWarrants, when have been duly executed and delivered by the Company, and the Common Stock issuable in accordance with the terms of this Agreement or upon exercise of the Warrants, will be duly and validly issued, fully paid and nonassessable, and each of this Agreement, the Registration Rights Agreement and the Warrants, when executed and delivered will constitute the valid and legally binding obligation obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (a) as to the extent limited by applicable (i) bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, and moratorium or other Laws of general application affecting enforcement of similar laws now or hereafter in effect relating to creditors’ ' rights generally, generally and (bii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofequity.
Appears in 1 contract
Samples: Structured Equity Line Flexible Financing Agreement (Cygnus Inc /De/)
Authorization. (ia) All corporate action of Each Chesapeake Company has all necessary limited liability company power and authority to execute and deliver this Agreement and each of Perfect Human Transaction Document to which it is a party and Prosperous World with regard to perform its obligations hereunder and thereunder and to consummate the execution Transactions. The execution, delivery and delivery performance by each Chesapeake Company of this Agreement and each Transaction Document to which it is or will be a party, and the consummation of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) Transactions, have been duly and validly authorized by all necessary corporaterequisite limited liability company action of such Chesapeake Company. This Agreement has been duly executed and delivered by each Chesapeake Company. Each Transaction Document to which any such Chesapeake Company is a party will be at or prior to the Closing duly executed and delivered by such Chesapeake Company. Assuming due authorization, execution and delivery by Buyer (and any applicable pre-Closing Affiliate of Buyer), this Agreement constitutes, and if requiredat Closing each Transaction Document shall constitute, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereundera legal, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous Worldapplicable Chesapeake Company, enforceable against each of Perfect Human and Prosperous World respectively such Chesapeake Company in accordance with their respective its terms, except that such enforceability (ai) as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generallygenerally and (ii) is subject to general principles of equity, whether considered in a proceeding at Law or in equity (the “Bankruptcy and Equity Exception”).
(b) Seller, in its capacity as limited the sole member of each Chesapeake Company, (i) determined that this Agreement and the transactions contemplated by Laws relating to this Agreement are fair and in the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner best interests of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean Chesapeake Companies and free from any Liens.
Seller and (ii) All corporate action on approved the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of any agreements contemplated hereby and any and all documents and certificates required to be filed under the Ancillary Agreements and restructuring agreements Act in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesconnection therewith.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Samples: Membership Interest Purchase and Contribution Agreement (Ashford Inc.)
Authorization. (a) Assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCL, (i) All the Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and (ii) the execution, delivery and performance of this Agreement and the consummation by the Company of the Offer and the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of each the Company and no other corporate proceedings on the part of Perfect Human and Prosperous World with regard the Company are necessary to authorize the execution and delivery of this Agreement and each or the consummation of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have transactions contemplated hereby. This Agreement has been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when validly executed and delivered by the CompanyCompany and, will constitute assuming the due execution and delivery by Parent and Merger Sub, constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, liquidation, preferential transfer, moratorium and other similar Laws of general application now or hereafter affecting enforcement of creditors’ rights generallygenerally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law). The representations and warranties set forth in this Section 3.4(a) shall apply with respect to the Amended and Restated Agreement and are made as of the Execution Date and as of the Offer Expiration Time.
(b) The Company Special Committee, by resolutions duly adopted at a duly held meeting, or by written consent in lieu of a meeting, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (biii) recommended that the Board of Directors of the Company adopt resolutions approving, declaring advisable and adopting this Agreement and the transactions contemplated hereby, including the Offer and the Merger. None of the foregoing resolutions of the Company Special Committee have been amended, rescinded or modified as limited by Laws relating of the date hereof. The representations and warranties set forth in this Section 3.4(b) shall apply with respect to the availability Amended and Restated Agreement and are made as of specific performance, injunctive relief, or other equitable remediesthe Execution Date and as of the Offer Expiration Time.
(c) The Board of Directors of the Company, by resolutions duly adopted at a duly held meeting, or by written consent in lieu of a meeting, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) approved, declared advisable and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) All corporate action on resolved that this Agreement and the part of each Group Company, its officers, directors Merger shall be governed by and shareholders necessary for the authorization, execution and delivery of each effected under Section 251(h) of the Restructuring Agreements DGCL and (iv) recommended that the Company Stockholders (other than Parent and its Subsidiaries) accept the Offer and tender their shares of Company Common Stock to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior Merger Sub pursuant to the Closing, and each Offer. None of the Restructuring Agreementsforegoing resolutions of the Board of Directors of the Company have been amended, when executed rescinded or modified as of the date hereof. The representations and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company warranties set forth in accordance this Section 3.4(c) shall apply with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating respect to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance Amended and Restated Agreement and are made as of the Series A Preferred Shares or Execution Date and as of the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofOffer Expiration Time.
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Authorization. (ia) All The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Requisite Company Vote, to execute and deliver the Plan of Merger and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the Plan of Merger, and the consummation of the Merger and the other Transactions, have been duly and validly authorized by the Company Board and other than such filings and recordation as required by the CICA, no other corporate action on the part of each of Perfect Human and Prosperous World with regard the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each the Plan of Merger, and the consummation by it of the Ancillary Agreements Transactions, in each case, subject, in the case of the Plan of Merger and the selling Merger, to receipt of the 1,000,000 shares Requisite Company Vote.
(b) This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Merger Sub, is a valid and binding obligation of Series A Preferred Shares to the Investors Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriummoratorium or other similar Laws, and other Laws of general application affecting enforcement of now or hereafter in effect, relating to creditors’ rights generally, and (b) as limited by Laws relating to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b) collectively, the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens“Enforceability Exceptions”).
(c) The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted by vote of those directors voting at a meeting duly called and held and not subsequently rescinded or modified in a manner adverse to Parent, has (i) determined that it is fair to, and in the best interests of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger; (ii) All corporate action on authorized and approved the part execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Company, its officers, directors Transactions; and shareholders necessary for (iii) resolved to recommend the authorization, execution authorization and delivery approval of this Agreement, each the Plan of Merger and the consummation of the Ancillary Agreements and restructuring agreements in substantially Transactions to the form attached hereto as Exhibit G holders of Shares (the “Restructuring AgreementsCompany Recommendation”). As of the date hereof, the performance foregoing determinations and resolutions have not been rescinded, modified or withdrawn.
(d) The Special Committee has received from Duff & Pxxxxx, LLC (the “Financial Advisor”) its written opinion, dated the date of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of to the Ancillary Agreements effect that, the Per Share Merger Consideration to which the Company is party and each of the Restructuring Agreements, when executed and delivered be received by the Companyholders of Shares (other than Excluded Shares, will constitute Dissenting Shares and Shares represented by ADSs) and the valid and legally binding obligation Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the CompanyExcluded Shares) are fair, enforceable against the Company in accordance with their respective termsfrom a financial point of view, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to such holders. The Financial Advisor has consented to the availability inclusion of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations copy of such Group Company hereunder opinion in the Proxy Statement and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofSchedule 13E-3.
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Authorization. (ia) All corporate action of each of Perfect Human The execution, delivery and Prosperous World with regard to performance by the execution and delivery Company of this Agreement and each the consummation by the Company of the Ancillary Agreements transactions contemplated hereby are within the Company’s organizational powers and, except for (x) the issuance by the Company Board of the Final Offer Recommendation in accordance with Section 2.02(c) and (y) the approval of the Company’s shareholders (and Company Board actions, if any, necessary to implement such approvals in furtherance of the Company Board’s approval of the execution, delivery and performance of this Agreement and the selling consummation of the 1,000,000 shares transactions contemplated hereby) in connection with (i) the consummation of Series A Preferred Shares the Merger (if required by Applicable Law), (ii) the payment of the Share Capital Repayment, (iii) the appointment of the Parent Designated Directors (as defined in the Securities Purchase Agreement) to the Investors Company Board subject to and effective upon the Closing and (aiv) the amendment to the Company’s articles of incorporation (the “Charter Amendment”) in the form attached as Exhibit E hereto, have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors . This Agreement constitutes a valid and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations binding agreement of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except its terms (a) as limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other Laws of general application laws affecting enforcement of creditors’ rights generally, generally and general principles of equity).
(b) At a meeting duly called and held, the Company Board has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interest of the Company and its shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, including payment of the Share Capital Repayment, (iii) unanimously recommended that, if the Offer was filed with the AMF as limited by Laws relating of the date of such meeting in accordance with the terms and conditions set forth in Exhibit A hereto, the Company’s shareholders accept the Offer and tender their Company Shares and Company Warrants in the Offer (the “Initial Offer Recommendation”) and, if the Merger was to be approved on the availability date of specific performancesuch meeting in accordance with the terms of the draft merger agreement attached as Exhibit D hereto, injunctive reliefadopt and approve the Merger (such recommendation, or other equitable remediestogether with the Offer Recommendation, the “Company Board Recommendation”) and (iv) authorized the appointment of one of the individuals set forth on Section 2.02(b) of the Company Disclosure Schedule as the Independent Expert in connection with the Offer pursuant to Article 261-I1 of the General Rules of the AMF.
(iiic) All corporate action on the part The affirmative vote of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each (i) a majority of the Restructuring Agreements outstanding Company Shares represented at the applicable Company Shareholders Meeting in favor of (A) the resolution and payment of the Share Capital Repayment, (B) the appointment of the Parent Designated Directors (as defined in the Securities Purchase Agreement) to which such Group the Company is Board subject to and effective upon the Closing and (C) the Charter Amendment (each, a party“Company Shareholder Approval” and, collectively, the “Company Shareholder Approvals”) and (ii) at least a 90% of all outstanding Company Shares in favor of the Merger are the only votes or approvals of the holders of any class or series of capital stock of the Company necessary to approve this Agreement and the performance of all obligations of such Group Company hereunder transactions contemplated by this Agreement and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofSecurities Purchase Agreement.
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Authorization. (i) All corporate action Each of each of Perfect Human the Company and Prosperous World with regard the Founder Holdcos has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each the other Transaction Documents to which the Company or any Founder Holdco is a party and the consummation of the Ancillary Agreements transactions contemplated hereby and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) thereby have been duly authorized by all necessary corporaterequisite corporate action on the part of the Company or such Founder Holdco, as applicable. This Agreement has been, and if required, shareholder actions; (b) do not and will not contravene the terms each of the Articles of Association of each of Perfect Human other Transaction Documents to which the Company or any Founder Holdco is a party will be at or prior to the Closing, duly and Prosperous World. The performance of all validly executed and delivered by the Company or such Founder Holdco, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and the other Transaction Documents to which it is a party will constitute, the legal, valid and binding obligations of Perfect Human and Prosperous World hereunder and thereunderthe Company or such Founder Holdco, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous Worldas applicable, enforceable against each of Perfect Human and Prosperous World respectively it in accordance with their respective terms, except (a) as limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other similar Laws of general application applicability relating to or affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G general equity principles (the “Restructuring AgreementsBankruptcy and Equity Exception”). Neither of the Founder Holdcos has traded or incurred any Liabilities or commitments (actual or contingent, present or future) other than acting as the respective holding companies of the Founders in their sole capacity to hold Company Shares. As of the Closing Date, the performance of all obligations of Company has duly obtained the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesShareholders Approval.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
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Authorization. (ia) All Company has full corporate action of each of Perfect Human power and Prosperous World with regard authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Company of this Agreement and each the Escrow Agreement, the performance by Company of its obligations hereunder and thereunder and the consummation by Company of the Ancillary Agreements transactions contemplated hereby and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) thereby have been duly authorized by all necessary corporaterequisite corporate action on the part of Company. This Agreement has been duly executed and delivered by Company, and if requiredthis Agreement constitutes, shareholder actions; and the Escrow Agreement when duly executed and delivered by Company will constitute (bassuming the due authorization, execution and delivery the other parties hereto and thereto) do not legal, valid and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all binding obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, Company enforceable against each of Perfect Human and Prosperous World respectively Company in accordance with their respective terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, moratorium or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws laws of general application affecting enforcement of creditors’ rights, and (bii) as limited by Laws and general principles of equity relating to that restrict the availability of specific performanceequitable remedies.
(b) The Company Board, injunctive reliefat a meeting duly called and held at which all directors of Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the Stockholders for adoption and approval and (iv) resolving to recommend that the Stockholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way.
(c) The Required Stockholder Approval is the only vote of the holders of any class or series of Company’s capital stock or other equitable remedies. The issuance securities required in connection with the consummation of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights Merger. No vote of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofof any class or series of Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by Company other than the Merger.
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Samples: Merger Agreement (AtriCure, Inc.)
Authorization. (ia) All The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions, subject to, in the case of the consummation of the Merger, the Company Shareholder Approval. The execution, delivery and performance of this Agreement and the consummation by the Company of the Merger and the other Transactions have been duly and validly authorized by all necessary action on the part of each the Company and no other proceedings on the part of Perfect Human and Prosperous World with regard the Company or its shareholders are necessary to authorize the execution and delivery of this Agreement and each or the consummation of the Ancillary Agreements Merger and the selling other Transactions, other than, as of the 1,000,000 shares date of Series A Preferred Shares this Agreement with respect to the Investors Merger, (ai) have been duly authorized the approval of this Agreement by all necessary corporate, the holders of a majority of the issued and if required, shareholder actions; outstanding Company Common Shares voting together as a single class (bthe “Company Shareholder Approval”) do not and will not contravene (ii) the terms filing of the Articles of Association Merger with the Secretary of each State of Perfect Human and Prosperous WorldIndiana. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, This Agreement has been taken or will be taken prior to the Closing, duly and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when validly executed and delivered by the CompanyCompany and, will constitute assuming the due execution and delivery by Parent and Merger Sub, constitutes the legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, liquidation, preferential transfer, moratorium and other similar Laws of general application now or hereafter affecting enforcement of creditors’ rights generallygenerally and subject, and as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law).
(b) as limited by Laws relating The Board of Directors of the Company has unanimously adopted resolutions, at a duly held meeting on or prior to the availability date of specific performancethis Agreement, injunctive relief(i) determining that it is fair to and in the best interests of the Company and the Company Shareholders, and declared it advisable, to enter into this Agreement and to consummate the Merger and the other Transactions, (ii) adopting this Agreement and approving the execution, delivery and performance of this Agreement and the consummation of the Merger and the other Transactions, (iii) recommending approval of this Agreement by the Company Shareholders and (iv) directing that this Agreement be submitted to the Company Shareholders for their approval, which resolutions have, except to the extent permitted by Section 5.2(e), not been subsequently withdrawn or other equitable remediesmodified in any respect.
(iiic) All corporate action on The Company Shareholder Approval is the part only vote of each Group Company, its officers, directors and shareholders the holders of any class or series of capital stock or other securities of the Company necessary for the authorization, execution Company to adopt this Agreement and delivery of each of to consummate the Restructuring Agreements to which such Group Company is a party, Merger and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofTransactions.
Appears in 1 contract
Authorization. (i) All corporate action of each of Perfect Human The execution, delivery and Prosperous World with regard to the execution and delivery performance by such party of this Agreement Agreement, the Transaction Documents to which it is a party and each all other documents, instruments and certificates executed and delivered by such party in connection herewith or therewith, and the consummation by such party of the Ancillary Agreements transactions contemplated hereby and thereby are within such party's powers and, except for the selling of approval by the 1,000,000 shares of Series A Preferred Shares to the Investors (a) MOXY Stockholders contemplated herein, have been duly authorized by all necessary corporate, action on the part of such party. MOXY represents and if required, shareholder actions; warrants to FRP that its board of directors has taken all actions necessary to ensure that none of (a) the provisions of Section 203 of the Delaware General Corporation Law or any state takeover statute or similar statute or regulation or (b) do not and will not contravene the terms provisions of Article Ninth of the Articles Amended and Restated Certificate of Association Incorporation or any other corporate documents or agreements of MOXY in any way restricts or prohibits the consummation of the transactions contemplated by this Agreement, including but not limited to FRP's acquisition and ownership of Common Stock pursuant to the Standby Commitment or the FRP Purchase Option, and to render all such provisions inapplicable to such acquisition and ownership. MOXY has amended its shareholder rights plan to exempt FRP and its affiliates and associates from the shareholder rights plan. MOXY represents and warrants to FRP that the affirmative vote of MOXY Stockholders holding a majority of the outstanding shares of Common Stock present or represented by proxy at the MOXY Stockholders' Meeting is the only vote of the holders of any class or series of capital stock of MOXY necessary to approve any of the transactions contemplated hereby and by the Transaction Documents. FRP represents and warrants to MOXY that no vote of the unit holders of FRP is required to approve the transactions contemplated hereby and by the Transaction Documents. This Agreement and each of Perfect Human the Transaction Documents have been, or when executed and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively delivered in accordance with the terms hereof and their respective terms will be, duly and validly executed and delivered by such party and each constitutes, or when executed and delivered will constitute, a valid and binding agreement of such party, enforceable in accordance with its terms, except as (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium, and other Laws of general application moratorium or similar laws from time to time in effect affecting enforcement of creditors’ ' rights generally, generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will remedies may be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws equitable principles of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesapplicability.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Authorization. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The Company has delivered to the Investors a true and correct copy, certified by the Company’s secretary, of the resolutions of its board of directors (ithe “Board of Directors”) All corporate action of each of Perfect Human and Prosperous World with regard to authorizing the execution and delivery of this Agreement and each consummation of the Ancillary Agreements transactions contemplated by this Agreement. Such resolutions are in full force and the selling effect, have not been amended, supplemented, revoked or superseded as of the 1,000,000 shares of Series A Preferred Shares to date hereof and are the Investors (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms only resolutions of the Articles Board of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating Directors pertaining to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of Agreement and the Ancillary Agreements and restructuring agreements in substantially consummation of the form attached hereto as Exhibit G (the “Restructuring Agreements”)transactions contemplated hereby and thereby. The execution, the delivery and performance of all obligations this Agreement and the Ancillary Agreements and the consummation by the Company of the Company hereunder transactions contemplated hereby and thereunderthereby, and including the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder Investor Securities, the Underlying Shares, the REF Warrants and the Ordinary REF Underlying Shares issuable upon conversion and any redemptions of such Warrants and REF Warrants pursuant to the terms thereof, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Series A Preferred Shares, has been taken Company or will be taken prior its subsidiaries or (except as contemplated by Section 5.3) vote of holders of any class or series of capital stock of the Company or its subsidiaries is necessary to the Closing, and authorize this Agreement, each of Agreement or the Ancillary Agreements or to which consummate the Company is party transactions contemplated hereby and each of thereby. This Agreement and the Restructuring Agreements, when Ancillary Agreements have been duly executed and delivered by the CompanyCompany and (assuming due authorization, will constitute the execution and delivery by each other party thereto) each constitutes, a valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other Laws of general application similar laws relating to or affecting enforcement of creditors’ rights generallygenerally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, and (b) as limited by Laws relating that no representation is made hereby with respect to the availability enforceability of specific performance, injunctive relief, or other equitable remediesSection 5.7(b)(ii)(4).
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Morgans Hotel Group Co.)
Authorization. (ia) All Each Founder has full legal capacity to execute and deliver this Agreement and to perform his obligations hereunder and consummate the transactions contemplated hereby. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder 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 and validly authorized by all requisite corporate action of the Company. This Agreement has been duly executed and delivered by each of Perfect Human Founder and Prosperous World with regard to the Company and, assuming due authorization, execution and delivery of hereof by the other parties hereto, this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporateconstitutes a legal, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human Founder and Prosperous Worldthe Company, enforceable against each of Perfect Human Founder and Prosperous World respectively the Company in accordance with their respective its terms, except that such enforceability (ai) as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generallygenerally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).
(b) as limited The Company’s board of directors, at a meeting therefore duly called (or by Laws relating to written consent in accordance with the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human Company’s organizational documents) (i) determined that this Agreement (including the Pre-Closing Restructuring and Prosperous World the Merger) is fair and in the true owner best interests of the 500,000 shares Company and its Shareholders and (ii) resolved to recommend that the Shareholders approve and adopt this Agreement (including the Pre-Closing Restructuring and the Merger). As of Series A Preferred Shares the Closing Date, New Holdco’s board of directors, at a meeting therefore duly called (or by written consent in accordance with New Holdco’s organizational documents) (A) determined that each the Merger is selling fair and in the best interests of the Company and its Shareholders and (B) resolved to effect the Investors clean and free from any LiensMerger.
(iic) All corporate action on Except for obtaining the part Shareholder Approval, no other action, vote or consent of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder or New Holdco is necessary to adopt and thereunderapprove this Agreement or to consummate the Pre-Closing Restructuring, and the authorizationMerger or the other transactions contemplated hereby under applicable Law, issuance (or reservation for issuance), sale and delivery the organizational documents of the Series A Preferred Shares being sold hereunder and Company or of New Holdco or the Ordinary Shares issuable upon conversion Shareholders Agreement. As of the Series A Preferred SharesClosing Date, has been New Holdco will have taken all actions and received all votes or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited consents required by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating Law to effect the availability of specific performance, injunctive relief, or other equitable remediesMerger.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Authorization. (i) All corporate action of each of Perfect Human and Prosperous World with regard Subject only to the execution Requisite Stockholder Vote, the Company has full corporate power and delivery of authority to execute and deliver this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is or, at the Closing, will become a party (each, a “Company Ancillary Agreement”), to perform its obligations hereunder and thereunder and to consummate the Transactions. Except for obtaining the Requisite Stockholder Vote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement and each Company Ancillary Agreement, or to consummate the Transactions. The board of directors of the Restructuring Company (the “Company Board”), in an action by unanimous written consent has unanimously, duly and validly (i) adopted and approved this Agreement and the Company Ancillary Agreements, when and the execution, delivery and performance by the Company of its obligations hereunder and thereunder, (ii) declared the advisability of this Agreement and the Company Ancillary Agreements and (iii) resolved to recommend that the Company Stockholders approve this Agreement, the Company Ancillary Agreements and the Merger, and none of the aforesaid actions by the Company Board has been amended, rescinded or modified, and no other action on the part of the Company Board is required to authorize the execution, delivery and performance of this Agreement and the Company Ancillary Agreement and the consummation of the Transactions. This Agreement has been, and the Company Ancillary Agreements have been or will be, as applicable, duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and delivery hereof (and, in the case of the Company Ancillary Agreement, thereof) by Parent and/or the other parties thereto, each constitutes or will constitute the constitute, as applicable, a legal, valid and legally binding obligation of the Company, Company enforceable against the Company in accordance with their its respective terms, except (a) as the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and moratorium or other similar Laws of general application affecting relating to the enforcement of creditors’ rights generally, generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofequity.
Appears in 1 contract
Authorization. The Board of Directors of German American has, by all appropriate action, approved this Agreement, the Plan of Merger and the Merger and authorized the execution hereof on its behalf by its duly authorized officers and its performance of its obligations hereunder. Nothing in the Articles of Incorporation or Bylaws of German American, as amended, or any other agreement, instrument, decree, proceeding, law or regulation (iexcept for the need for approval of the issuance of additional shares pursuant to the Merger by the shareholders of German American under the National Market System listing standards of NASDAQ or the IBCL, and except as specifically referred to in or contemplated by this Agreement) All by or to which it or any of its subsidiaries is bound or subject would prohibit German American from entering into and consummating this Agreement and the Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by German American and constitutes a legal, valid and binding obligation of German American enforceable against German American in accordance with its terms and no other corporate action acts or proceedings are required by law to be taken by German American to authorize the execution, delivery and performance of each this Agreement. Except for any requisite approvals of Perfect Human the FRB and Prosperous World OTS, and the SEC's order declaring effective German American's registration statement under the Securities Act of 1933, as amended ("Securities Act") with regard respect to the Merger, and applicable state securities law filings and approvals, no notice to, filing with, authorization by, or consent or approval of, any federal or state regulatory authority is necessary for the execution and delivery of this Agreement and each or the consummation of the Ancillary Agreements and the selling Merger by German American. German American is not, nor will by reason of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms consummation of the Articles transactions contemplated herein be, in material default under or material violation of Association any provision of, nor will the consummation of each the transactions contemplated herein afford any party a right to accelerate any indebtedness under, German American's articles of Perfect Human and Prosperous World. The performance incorporation or bylaws, any material promissory note, indenture or other evidence of all obligations indebtedness of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive reliefsecurity thereof, or any material lease, contract or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (commitment or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements agreement to which the Company German American is a party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements commitment or agreement to which such Group Company it is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken party or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, which it or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares its property is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofbound.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Bancorp /In/)
Authorization. Xxxxxxxx irrevocably authorizes Xxxxxxx, to exercise at any time any of the following powers until all of the Obligations of Merchant have been paid in full:
a. Receive, take, endorse, assign, deliver, accept, and deposit, in the name of Parafin or Merchant, any and all proceeds of any Future Receivable purchased by Parafin securing Parafin’s right to the Future Receivable or the proceeds thereof, which includes, for the avoidance of doubt, Xxxxxxx taking and accepting any payments made by the Platform on or against the Future Receivable purchased by Parafin;
b. Take or bring, in the name of Parafin or Merchant, all steps, actions, suits or proceedings deemed by Parafin necessary or desirable to effect collection of or other realization upon the Future Receivable purchased by Xxxxxxx;
c. Pay any sums necessary to discharge any lien or encumbrance which is senior to Parafin’s security interest the Future Receivables, which sums shall be included as Obligations under this Agreement;
d. File in the name of Merchant or Parafin or both, (i) All corporate action of each of Perfect Human and Prosperous World with regard to the execution and delivery of this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive reliefmechanics lien or related notices, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action a document which enables Parafin to be copied on all correspondence from and/or represent Merchant before the part Internal Revenue Service, and communicate with the Internal Revenue Service (including Internal Revenue Service Forms 2848 and 8821);
e. Notify any Platform obligated with respect to any Future Receivable, that the underlying Future Receivable has been assigned and sold to Parafin by Merchant and that payment thereof is to be made to the order of and directly and solely to Parafin;
f. Communicate directly with Platforms to verify the amount and validity of any Future Receivable created by Xxxxxxxx.
g. After an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all Future Receivables and discharge or release any Platform or other obligor (including filing of any public record releasing any lien granted to Merchant by such Platform), without affecting any of the Company, its officers, directors Obligations;
h. File any initial financing statements and shareholders necessary amendments thereto that (i) identify the Future Receivables purchased by Parafin; (ii) contain any other information required by part 5 of Article 9 of the UCC for the authorizationsufficiency or filing office acceptance of any financing statement or amendment, execution including whether the Merchant is an organization, the type of organization, and delivery any organization identification number issued to the Merchant; (ii) contain a notification that the Merchant has granted a negative pledge with respect to the Future Receivables purchased by Parafin to Parafin, and that any subsequent lienor may be tortiously interfering with Parafin’s rights; or (iv) advises third parties that any notification of this AgreementMerchant’s Platforms will interfere with Parafin’s collection rights.
i. Merchant authorizes Parafin to accept, each endorse and deposit on behalf of Merchant any checks tendered by a Platform “in full payment” of its obligation to Merchant. Merchant shall not assert against Parafin any claim arising therefrom, irrespective of whether such action by Parafin effects an accord and satisfaction of Merchant’s claims, under §3-311 of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive reliefUCC, or other equitable remediesotherwise.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Samples: Merchant Capital Advance Agreement
Authorization. (i) All corporate action of each of Perfect Human The execution, delivery and Prosperous World with regard to the execution and delivery performance of this Agreement, the Indenture, the Notes and the Services Agreement (the “Transaction Agreements”) and each the consummation of the Ancillary Agreements transactions contemplated herein and therein (collectively, the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a“Transactions”) have been duly authorized by the Board of Directors and all other necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of . Assuming this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute Agreement constitutes the valid and legally binding obligation of the Purchasers, this Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except subject to the limitation of such enforcement by (aA) as limited by applicable the effect of bankruptcy, insolvency, reorganization, moratoriumreceivership, and conservatorship, arrangement, moratorium or other Laws of general application laws affecting enforcement of or relating to creditors’ rights generally, and generally or (bB) as limited by Laws relating to the rules governing the availability of specific performance, injunctive relief, relief or other equitable remedies.
remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (iii) All corporate action on the part of each Group Company“Enforceability Exceptions”). On the Closing Date, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or Indenture will be taken prior to the Closing, and each of the Restructuring Agreements, when duly executed and delivered by such Group Companythe Company and, assuming the Indenture will constitute the be a valid and legally binding obligation of such Group Companythe Trustee, the Indenture will be a valid and binding obligation of the Company enforceable against such Group the Company in accordance with their respective its terms, except (asubject to the Enforceability Exceptions. Pursuant to resolutions previously provided to the Purchasers, the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act has approved, or will approve in advance of the Closing, for the express purpose of exempting each such transaction from Section 16(b) as limited of the Exchange Act, pursuant to Rule 16b-3 thereunder to the extent applicable and permitted by applicable bankruptcylaw, insolvencythe transactions contemplated by the Transaction Agreements, reorganizationincluding the acquisition of the Notes, moratoriumany disposition of such Notes upon the conversion thereof, any acquisition of Company Common Stock upon conversion of the Notes, any deemed acquisition or disposition in connection therewith, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to all transactions with the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofCompany related thereto.
Appears in 1 contract
Authorization. (ia) All Company has full corporate action of each of Perfect Human power and Prosperous World with regard authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Company of this Agreement and each the Escrow Agreement, the performance by Company of its obligations hereunder and thereunder and the consummation by Company of the Ancillary Agreements transactions contemplated hereby and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) thereby have been duly authorized by all necessary corporaterequisite corporate action on the part of Company. This Agreement has been duly executed and delivered by Company, and if requiredthis Agreement constitutes, shareholder actions; and the Escrow Agreement when duly executed and delivered by Company will constitute (bassuming the due authorization, execution and delivery the other parties hereto and thereto) do not legal, valid and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all binding obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, Company enforceable against each of Perfect Human and Prosperous World respectively Company in accordance with their respective terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, moratorium or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws laws of general application affecting enforcement of creditors’ rights, and (bii) as limited by Laws and general principles of equity relating to that restrict the availability of specific performanceequitable remedies.
(b) The Company Board, injunctive reliefat a meeting duly called and held at which all directors of Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the Stockholders for adoption and approval and (iv) resolving to recommend that the Stockholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way.
(c) The Required Stockholder Approval and the 280G Approval are the only approvals of the holders of any class or series of Company’s capital stock or other equitable remedies. The issuance securities required in connection with the consummation of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights Merger. No vote of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofof any class or series of Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by Company other than the Merger.
Appears in 1 contract
Samples: Merger Agreement (AtriCure, Inc.)
Authorization. (i) All corporate action Each of each of Perfect Human the Company and Prosperous World with regard the Shareholders’ Representative has the requisite power and authority to execute and deliver this Agreement and the Transaction Documents to which it or he is a party, to perform its or his obligations under this Agreement and the Transaction Documents to which it or he is a party, and to consummate the transactions contemplated by this Agreement and the Transaction Documents to which it or he is a party. The execution and delivery of this Agreement and each the Transaction Documents and the consummation of the Ancillary Agreements transactions contemplated hereby and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) thereby have been duly authorized by all necessary corporatecorporate action on the part of the Company (other than in the case of the Merger, obtaining the Shareholders’ Approval prior to the Closing). The Board has unanimously (i) approved this Agreement, the Transaction Documents, and if requiredthe Merger, shareholder actions; (bii) do not determined that in its opinion this Agreement and will not contravene the terms Transaction Documents and transactions contemplated hereby and thereby, including the Merger, are in the best interests of the Articles Shareholders and are on terms that are fair to the Shareholders, and (iii) recommended that the Shareholders approve this Agreement, the Transaction Documents and the Merger and directed that this Agreement be submitted to the Shareholders of Association the Company for approval (the “Board Recommendation”). The affirmative votes or written consent of the (i) holders of a majority in interest of all of the outstanding shares of Series A-1 Stock and Series B-1 Stock, voting together as a class, (ii) holders of a majority of all of the outstanding shares of Common Stock and Preferred Stock, voting on an as-if-converted basis and (iii) holders of a majority of all the outstanding shares of Common Stock, to adopt this Agreement are the only votes of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger and the Transaction Documents to which the Company is or is to be a party (together, the “Shareholders’ Approval”). If the Closing occurs, the Shareholders’ Approval will have been duly obtained. This Agreement has been duly executed and delivered by each of Perfect Human the Company and Prosperous World. The performance the Shareholders’ Representative, and the Transaction Documents to which it or he is a party have been (or when executed and delivered by them after the date hereof will have been), duly executed and delivered by each of all the Company and the Shareholders’ Representative and, assuming the due authorization, execution and delivery in each case by the other Persons hereto and thereto, will constitute, upon such execution and delivery, legal, valid and binding obligations of Perfect Human the Company and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous WorldShareholders’ Representative, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, terms and conditions except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other similar Laws of general application affecting the enforcement of creditors’ creditors rights generally, and general principles of equity (b) as limited by Laws relating to the availability regardless of specific performancewhether such enforceability is considered in a proceeding in Law or equity). The Shareholders’ Representative, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable effective upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, will have been duly authorized to act for and this Agreement, each on behalf of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company Shareholders in accordance with their respective terms, except (a) all matters as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesprovided in Section 11.1 hereto.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Authorization. (ia) All corporate action of each of Perfect Human and Prosperous World with regard to the The execution and delivery by the Corporation of the Agreement, the Note and the Warrants (collectively, the "Documents") and the performance by the Corporation of the Note has been duly authorized by all requisite corporate action on the part of the Corporation (including any required stockholder approval). At the Subsequent Closing, the performance by the Corporation of the Agreement and the Warrants will have been duly authorized by all requisite corporate action on the part of the Corporation (including any required stockholder approval). Each of the Agreement and the Note constitutes, and the Warrants when executed will constitute, a legal, valid and binding obligation of the Corporation, enforceable against the Corporation, in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally.
(b) The authorization, issuance, sale and delivery of the Note has been duly authorized by all requisite corporate action on the part of the Corporation. As of the Subsequent Closing, the authorization, issuance, sale and delivery of Series F Preferred Stock and Warrants pursuant to this Agreement and each the authorization, reservation, issuance, sale and delivery of the Ancillary Agreements Warrant Shares and the selling shares of common stock, par value $.01 per share, of the 1,000,000 Corporation ("Common Stock") issuable upon conversion of any share of Series F Preferred Stock purchased by the Investor hereunder (including any Warrant Share) (such shares of Series A Preferred Shares Common Stock being referred to collectively as the Investors (a"Conversion Shares") have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All requisite corporate action on the part of the Company, its officers, directors Corporation (including any required stockholder approval). Each share of Series F Preferred Stock issued pursuant to this Agreement (including upon exercise of a Warrant) and shareholders necessary for the authorization, execution and delivery each share of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable Common Stock issued upon conversion of the any share of Series A F Preferred SharesStock (including upon conversion of any Warrant Share) will, has been taken or will be taken prior to the Closing, when issued and this Agreement, each assuming payment of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered Purchase Price by the CompanyInvestor in respect thereof, be validly issued and outstanding, fully paid and nonassessable and will constitute have been issued in compliance with the valid Securities Act and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, state securities and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesblue sky laws.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Samples: Note, Preferred Stock and Warrant Purchase Agreement (Cell Pathways Inc)
Authorization. (ia) All The Company has the requisite corporate action power and authority to execute and deliver this Agreement and (subject to receipt of each of Perfect Human and Prosperous World with regard the Company Shareholder Approval), to the perform its obligations hereunder. The execution and delivery of this Agreement and each the performance of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) its obligations hereunder have been duly and validly authorized by all necessary corporatecorporate action (subject to receipt of the Company Shareholder Approval). This Agreement has been duly executed and delivered by the Company, and if requiredconstitutes, shareholder actions; (b) do not assuming due authorization, execution and will not contravene the terms delivery of the Articles of Association of each of Perfect Human this Agreement by Parent and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunderAcquisition Sub, will constitute the a valid and legally binding obligation of each of Perfect Human and Prosperous World, the Company enforceable against each of Perfect Human and Prosperous World respectively the Company in accordance with their respective its terms, except (a) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other laws relating to or affecting the rights and other Laws remedies of creditors generally and to general application affecting enforcement principles of creditors’ rights generally, and equity (regardless of whether considered in a proceeding in equity or at law).
(b) as limited The Special Committee, at a meeting duly called and held, has by Laws relating unanimous vote of all its members duly adopted resolutions (i) approving and adopting this Agreement and the transactions contemplated hereby, including the Merger, subject to approval and adoption by the Company Board, (ii) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable to, fair to and in the best interests of, the holders of Company Common Stock, (iii) recommending this Agreement to the availability Company Board for approval and adoption and (iv) resolving (subject to the terms and conditions of specific performancethis Agreement) to recommend that the holders of Company Common Stock vote for approval of this Agreement and the transactions contemplated hereby, injunctive reliefincluding the Merger. Such resolutions have not been subsequently rescinded, modified or other equitable remediesamended in any way, subject to Section 5.2 and Section 5.4. Each of Perfect Human The Company Board, at a meeting duly called and Prosperous World is held, based upon the true owner recommendation of the 500,000 shares Special Committee, has duly adopted resolutions (i) approving and adopting this Agreement and the transactions contemplated hereby, including the Merger, and determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable to, fair to and in the best interests of, the holders of Series A Preferred Shares that each is selling Company Common Stock and (ii) resolving (subject to the Investors clean terms and free from conditions of this Agreement) to recommend that the holders of Company Common Stock vote for the approval of this Agreement and the transactions contemplated hereby, including the Merger. Such resolutions have not been subsequently rescinded, modified or amended in any Liensway, subject to Section 5.2 and Section 5.4.
(iic) All corporate action The affirmative vote of a majority of the votes represented by the shares of Company Common Stock entitled to vote on the part approval of this Agreement in accordance with Section 180.1103 of the WBCL (the "Company Shareholder Approval") is the only vote of the Company, its officers, directors and 's shareholders necessary for the authorization, execution and delivery of required to approve this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, Agreement and the authorizationtransactions contemplated hereby, issuance (or reservation for issuance), sale and delivery of including the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remediesMerger.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Samples: Merger Agreement (Shopko Stores Inc)
Authorization. (ia) All corporate action Each of each of Perfect Human Parent and Prosperous World with regard Xxxxxx Sub has all necessary power and authority to execute and deliver this Agreement and the execution Ancillary Agreements to which it is party and, subject to obtaining the Merger Sub Shareholder Approval, to perform its obligations, covenants and agreements hereunder and to consummate the Transactions. The execution, delivery and performance by Xxxxxx and Xxxxxx Sub of this Agreement and each of the Ancillary Agreements to which it is party, and the selling consummation by Parent and Merger Sub of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) Transactions, have been duly authorized and approved by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms each of the Articles Parent Board and the Merger Sub Board, as applicable, and, filing the Certificate of Association Merger with the Secretary of each State of Perfect Human the State of Delaware pursuant to the DGCL and Prosperous Worldobtaining the Merger Sub Shareholder Approval (which approval shall be provided by the written consent of Parent immediately following the execution of this Agreement), no other action (including any shareholder vote or other action) on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Xxxxxx and Merger Sub of this Agreement and the Ancillary Agreements to which it is party and the consummation by Xxxxxx and Merger Sub of the Transactions. The performance of all obligations of Perfect Human This Agreement has been duly executed and Prosperous World hereunder delivered by Xxxxxx and thereunderXxxxxx Sub and, will constitute assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and legally binding obligation of each of Perfect Human Parent and Prosperous WorldMerger Sub, enforceable against each of Perfect Human and Prosperous World respectively them in accordance with their respective its terms, except (a) as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditorsis subject to Creditors’ rights generally, and Rights.
(b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, Parent Board and the authorization, issuance (or reservation for issuance), sale and delivery of Merger Sub Board have adopted resolutions that have approved the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, Merger and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Samples: Merger Agreement (Envestnet, Inc.)
Authorization. VacTex has full corporate power and authority to execute and deliver this Agreement and, subject to approval of the proposed Merger contemplated by this Agreement by VacTex's shareholders, to consummate the transactions contemplated hereby. The Board of Directors of VacTex has duly adopted resolutions (ia) All corporate action of each of Perfect Human declaring that the proposed Merger is advisable on substantially the terms and Prosperous World with regard to conditions set forth in this Agreement, (b) authorizing the execution and delivery of this Agreement and each the consummation of the Ancillary Agreements transactions contemplated hereby, (c) directing that the proposed Merger be submitted for consideration at a special meeting of VacTex's shareholders and (d) recommending that VacTex's shareholders approve the selling proposed Merger; no other corporate proceedings (other than the approval of the 1,000,000 shares proposed Merger by the shareholders of Series A Preferred Shares to the Investors (aVacTex) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of VacTex are necessary to authorize this Agreement or to consummate the Companytransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by VacTex and, its officerssubject to approval of the shareholders of VacTex, directors and shareholders necessary for the this Agreement constitutes (assuming due authorization, execution and delivery of this Agreement, each of the Ancillary Agreements Agreement by Aquila and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”Sub), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation agreement of the CompanyVacTex, enforceable against the Company VacTex in accordance with their respective its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Authorization. (ia) All The execution, delivery and performance by the Transferred US Entity of this Agreement have been duly and validly authorized by all requisite corporate action on the part of each the Transferred US Entity and no other act or proceeding on the part of Perfect Human the Transferred US Entity or its board of directors is necessary to authorize the execution, delivery or performance by the Transferred US Entity of this Agreement. This Agreement has been duly executed and Prosperous World with regard to delivered by the Transferred US Entity and, assuming the due execution and delivery of this Agreement and each of by the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporateother parties hereto, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the this Agreement constitutes a valid and legally binding obligation of each of Perfect Human and Prosperous Worldthe Transferred US Entity, enforceable against each of Perfect Human and Prosperous World respectively the Transferred US Entity in accordance with their respective its terms, except (a) as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other similar Laws of general application affecting the enforcement of creditors’ creditor’s rights generally, generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or and other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liensremedies or applicable equitable principles (whether considered in a proceeding at law or in equity).
(iib) All The execution, delivery and performance by each of the Transferred Entities of the Transaction Documents (other than this Agreement) to which it is a party and the Transactions have been duly and validly authorized by all requisite corporate or similar action on the part of each of the CompanyTransferred Entities and no other act or proceeding on the part of such Transferred Entity or its board of directors or other governing body is necessary to authorize the execution, its officers, directors and shareholders necessary for delivery or performance by such Transferred Entity of such applicable Transaction Documents or the authorization, consummation of any of the Transactions. Assuming the due execution and delivery of this Agreementsuch applicable Transaction Documents by the other parties thereto, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale such Transaction Documents upon execution and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or by an applicable Transferred Entity will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the a valid and legally binding obligation of the Companysuch Transferred Entity, enforceable against the Company such Transferred Entity in accordance with their respective its terms, except (a) as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other similar Laws of general application affecting the enforcement of creditors’ creditor’s rights generally, generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or and other equitable remediesremedies or applicable equitable principles (whether considered in a proceeding at law or in equity).
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transaction, subject to obtaining the Required Company Shareholder Approval. The execution and delivery of this Agreement and each Transaction Document to which the Company is a party and the consummation of the Transaction (i) All have been duly and validly authorized by the Company Board and (ii) other than the Required Company Shareholder Approval, no other corporate action proceedings, other than as set forth elsewhere in the Agreement, on the part of each of Perfect Human and Prosperous World with regard the Company are necessary to authorize the execution and delivery of this Agreement and each Transaction Document to which it is a party or to consummate the Transaction. On or prior to the date of this Agreement, the Company Board, at a duly called and held meeting, unanimously (A) determined that this Agreement and the Transaction, including the Merger, are in the best interests of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively Company in accordance with the Cayman Act, (B) approved and adopted this Agreement, (C) recommended that the Company Shareholders vote in favor of the approval of this Agreement and the other Company Shareholder Approval Matters in accordance with the Cayman Act (the “Company Recommendation”) and (D) directed that this Agreement and the Company Shareholder Approval Matters be submitted to the Company Shareholders for their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratoriumapproval. This Agreement has been, and other Laws of general application affecting enforcement of creditors’ rights generallyeach Transaction Document to which the Company is a party shall be when delivered, duly and (b) as limited validly executed and delivered by Laws relating to the availability of specific performanceCompany and, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is assuming the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the due authorization, execution and delivery of this Agreement, each of the Ancillary Agreements Agreement and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered such Transaction Documents by the Companyother parties hereto and thereto, will constitute constitutes, or when delivered shall constitute, the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization and moratorium laws and other Laws laws of general application affecting the enforcement of creditors’ rights generallygenerally and subject to general principles of equity (collectively, and the “Enforceability Exceptions”).
(b) as limited by Laws relating to The Required Company Shareholder Approval constitutes the availability only approval of specific performance, injunctive relief, or holders of Company Shares and other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each Equity Securities of the Restructuring Agreements Company necessary in connection with execution by the Company of this Agreement and the other Transaction Documents to which such Group the Company is a party, party and the performance consummation of all obligations of such Group Company hereunder the Transaction, including the Recapitalization and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Samples: Business Combination Agreement (Gesher I Acquisition Corp.)
Authorization. (ia) All The Company has the requisite corporate action power and authority to execute and deliver this Agreement and (subject to receipt of each of Perfect Human and Prosperous World with regard the Company Stockholder Approval) to the perform its obligations hereunder. The execution and delivery of this Agreement and each the performance of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) its obligations hereunder have been duly authorized by all necessary corporateand validly authorized, and if requiredthis Agreement has been approved by the Special Committee and the Company Board, shareholder actions; (b) do not and will not contravene no other corporate proceedings on the terms part of the Articles of Association of each of Perfect Human Company are necessary to authorize the execution, delivery and Prosperous World. The performance of all obligations this Agreement (subject to receipt of Perfect Human the Company Stockholder Approval). This Agreement has been duly executed and Prosperous World hereunder delivered by the Company, and thereunderconstitutes, will constitute the assuming due authorization, execution and delivery of this Agreement by Parent and Acquisition Sub, a valid and legally binding obligation of each of Perfect Human and Prosperous World, the Company enforceable against each of Perfect Human and Prosperous World respectively the Company in accordance with their respective its terms, except (a) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other laws relating to or affecting the rights and other Laws remedies of creditors generally and to general application affecting enforcement principles of creditors’ rights generally, and equity (regardless of whether considered in a proceeding in equity or at law).
(b) as limited The Special Committee, at a meeting duly called and held, has by Laws relating vote of all its members approved and declared this Agreement and the Merger advisable and has determined that the Merger is fair to the availability of specific performanceCompany’s stockholders. The Company Board, injunctive reliefat a meeting duly called and held, or other equitable remedies. Each of Perfect Human and Prosperous World is based upon the true owner recommendation of the 500,000 shares of Series A Preferred Shares that each is selling Special Committee and subject to the Investors clean terms and free from any Liensconditions set forth herein, (i) has approved and declared this Agreement and the Merger advisable and has determined that the Merger is fair to the Company’s stockholders and (ii) has recommended approval by the stockholders of the Company of this Agreement and the Merger, subject to the right of the Company Board to withdraw or modify its recommendation of this Agreement and the Merger.
(iic) All corporate action Under Applicable Law and the Company Certificate of Incorporation, the affirmative vote of a majority of the votes represented by the shares of Company Common Stock outstanding on the part of the Companyrecord date, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of established by the Company hereunder and thereunderBoard in accordance with the Company Bylaws, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, Applicable Law and this Agreement, each of at the Ancillary Agreements to which Special Meeting (the “Company Stockholder Approval”) is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation only vote of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating ’s stockholders required to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, approve this Agreement and the performance of all obligations of such Group Company hereunder and thereundertransactions contemplated hereby, has been taken or will be taken prior to including the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofMerger.
Appears in 1 contract
Samples: Merger Agreement (Great American Financial Resources Inc)
Authorization. (i) All corporate action of each of Perfect Human and Prosperous World with regard to the execution and delivery of this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporateThe Company has requisite corporate power and authority to execute and deliver this Agreement, and if requiredsubject to the approval by the shareholders of the Company, shareholder actions; to execute, deliver and file the Articles of Merger and, subject to the satisfaction of the conditions set forth herein and therein, to consummate the transactions contemplated hereby and thereby.
(b) do not and will not contravene This Agreement has been approved by the terms Board of Directors of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective termsCompany and, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to for the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner approval of the 500,000 shares shareholders of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All Company, no other corporate action proceeding on the part of the Company is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The affirmative vote of the holders of (i) two-thirds of the outstanding shares of Company Common Stock and (ii) unless called for redemption pursuant to Section 5.16, two-thirds of the outstanding shares of the Preference Stock, approving this Agreement are the only votes of the holders of any class or series of the Company, its officers, directors 's capital stock necessary to approve this Agreement and shareholders necessary for the authorization, execution and delivery of transactions contemplated by this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G .
(the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, c) This Agreement has been taken or will be taken prior to the Closing, duly and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when validly executed and delivered by the Company, will constitute the Company and is a valid and legally binding obligation agreement of the Company, enforceable against the Company in accordance with their respective its terms, and the Plan of Merger when executed and delivered pursuant hereto will be a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except (a) in each case as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent conveyance, and other Laws of general application affecting enforcement of moratorium or similar laws in effect now or hereafter in effect relating to creditors’ ' rights generally, and by equitable principles (b) as limited by Laws relating to the availability of specific performance, injunctive relief, whether considered in a proceeding at law or other equitable remediesin equity).
(iiid) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each The transfer of the Restructuring Agreements Company's granule crushing equipment to which such Group Company is a partythe Company's Wrentham and Franklin, and MA quarry (at least with respect to the performance of all obligations "French parcel" of such Group Company hereunder quarry) and thereunderits operation at such location will not conflict with, has been taken constitute a default under, result in the termination or will be taken prior to the Closing, and each in a right of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relieftermination of, or other equitable remedies. The issuance of the Series A Preferred Shares violate or the Conversion Shares is not subject to any preemptive be in conflict with, provide a basis for increased rights or rights of first refusalunder, or if result in a breach of any such preemptive rights term or rights provision of, any term or provision of first refusal exist, waiver of such rights has been obtained from the holders thereof.any Material Contract. 19 10
Appears in 1 contract
Samples: Merger Agreement (Bird Corp)
Authorization. (ia) All corporate action of each of Perfect Human The Company has all requisite power and Prosperous World with regard authority to the execution execute and delivery of deliver this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous Worldperform its obligations hereunder. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders Company necessary for the authorization, execution and delivery of this Agreement, each the performance of the Ancillary Agreements and restructuring agreements in substantially obligations of the form attached hereto as Exhibit G (Company at the “Restructuring Agreements”)Closing, the performance of all the obligations of the Company hereunder and thereunder, under Section 9 hereof and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, Securities has been taken or will be taken prior to the Closingtaken, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when Agreement has been duly executed and delivered by the Company, will constitute the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and reorganization or other Laws laws of general application relating to or affecting the enforcement of creditors’ ' rights generally, ; (ii) the effect of rules of law governing the availability of equitable remedies; and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy or prohibited by law.
(b) as limited by Laws relating to the availability The Board of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each Directors of the Restructuring Agreements to which such Group Company is a party, (the "Board of Directors") has approved the entry by the Company into this Agreement and the performance of all the Company's obligations of such Group Company hereunder and thereunderconsummation of the transactions contemplated hereby and by the Right of First Refusal Agreement between the Investor and the Price Entities (as defined therein) (the "Right of First Refusal Agreement") for all purposes under the Delaware General Corporation Law (the "DGCL"), has been taken including for purposes of paragraph (a)(1) of Section 203 of the DGCL ("DGCL Section 203"), and no other "moratorium," "control share acquisition," "business combination," "fair price" or will be taken prior other form of anti-takeover or similar law of any jurisdiction is applicable to the Closing, and each transactions contemplated by this Agreement or the Right of the Restructuring Agreements, when executed and First Refusal Agreement. The Company has delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability Investor true and correct copies of specific performance, injunctive relief, or other equitable remedies. The issuance resolutions adopted by the Board of Directors to the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofforegoing effects.
Appears in 1 contract
Samples: Series a Preferred Stock and Warrant Purchase Agreement (Pricesmart Inc)
Authorization. (i) All The Company has all requisite corporate action power and corporate authority to enter into this Agreement and, subject to obtaining the necessary approval of each of Perfect Human and Prosperous World its stockholders with regard respect to the execution Merger, to carry out the transactions contemplated herein. The Board of Directors of the Company has taken, and prior to the Closing the Stockholders will have taken, all action required by law, the Company's Certificate of Incorporation and Bylaws and otherwise to duly and validly authorize and approve the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein and no other corporate proceedings on the part of the Company or any Subsidiary are, or will be, necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The affirmative vote of holders of at least: (a) a majority of the outstanding shares of Company Capital Stock, voting together as a single class; and (b) sixty-seven percent (67%) of the outstanding shares of Company Preferred Stock, voting separately as a class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and to consummate the Merger. This Agreement has been, and each of the Ancillary Agreements agreements, if any, required by Article 6 to be entered into by the Company, will be, duly and validly executed and delivered by the selling Company and constitute or, upon execution and delivery will constitute, the legal, valid and binding obligations of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous WorldCompany, enforceable against each of Perfect Human and Prosperous World respectively it in accordance with their the respective terms, except (a) as limited by applicable subject to laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors' rights generally and other Laws rules of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of law governing specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, relief or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Authorization. (ia) All The Company has all requisite corporate action power and authority to execute and deliver this Agreement and, subject in the case of each of Perfect Human the Merger to obtaining the Requisite Shareholder Approval, to consummate the transactions contemplated hereby and Prosperous World with regard to the perform its obligations hereunder. The execution and delivery of this Agreement by the Company and each the consummation by the Company of the Ancillary Agreements and transactions contemplated hereby (including the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (aMerger) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the CompanyCompany and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (including the Merger), its officersother than in the case of the Merger obtaining the Requisite Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, directors and shareholders necessary for assuming the due authorization, execution and delivery of this Agreementby Parent, each of the Ancillary Agreements Merger Sub and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)Merger Sub LLC, the performance of all obligations of the Company hereunder and thereunderconstitutes a legal, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that such enforceability (ai) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other Laws of general application similar Applicable Law affecting enforcement of or relating to creditors’ rights generallygenerally and (ii) is subject to general principles of equity.
(b) The Company Board executed a unanimous written consent in which it: (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its shareholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) directed that the adoption of this Agreement be submitted to a vote of the shareholders of the Company, and (bv) as limited by Laws relating resolved to recommend that the availability holders of specific performance, injunctive relief, or other equitable remediesshares of Company Common Stock adopt this Agreement in accordance with the applicable provisions of California Law.
(iiic) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each The affirmative vote of the Restructuring Agreements holders of a majority of the outstanding shares of Company Common Stock voting to which such Group adopt this Agreement (the “Requisite Shareholder Approval”) is the only vote of the holders of any class or series of Company is a party, Capital Stock necessary (under Applicable Law or otherwise) to consummate the Merger and the performance of all obligations of such Group other transactions contemplated by this Agreement.
(d) The Company hereunder Stockholders executed a unanimous written consent in which it: (i) determined that this Agreement and thereunderthe transactions contemplated hereby, has been taken or will be taken prior including the Merger, are fair to and in the Closing, and each best interests of the Restructuring Agreements, when executed Company and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rightsits shareholders, and (biii) as limited by Laws approved this Agreement and principles of equity relating to the availability of specific performancetransactions contemplated hereby, injunctive relief, or other equitable remedies. The issuance of including the Series A Preferred Shares or Merger (the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof“Company Stockholder Consent”).
Appears in 1 contract
Authorization. (ia) All The Company has all requisite corporate power and authority to execute and deliver this Agreement, and, assuming the transactions contemplated hereby, including the Offer and the Merger, are consummated in accordance with Section 251(h) of the DGCL, to perform its obligations hereunder, to consummate the transactions contemplated hereby (including the Offer and the Merger). The execution, delivery and performance of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of each the Company and no other corporate proceedings on the part of Perfect Human and Prosperous World with regard the Company are necessary to authorize the execution and delivery of this Agreement and each or the consummation of the Ancillary Agreements and transactions contemplated hereby, other than the selling filing of the 1,000,000 shares Certificate of Series A Preferred Shares Merger pursuant to the Investors (a) have DGCL. This Agreement has been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when validly executed and delivered by the CompanyCompany and, will constitute assuming the due execution and delivery by Parent and Merger Sub, constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, liquidation, preferential transfer, moratorium and other similar Laws of general application now or hereafter affecting enforcement of creditors’ rights generallygenerally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law).
(b) The Board of Directors of the Company by resolutions duly adopted by vote at a meeting of the Board of Directors of the Company duly called and held at which all of the directors of the Company were present and have unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and the Company Stockholders, (ii) authorized, adopted and approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iv) resolved to recommend that the Company Stockholders tender their shares of Company Common Stock into the offer and, if required, adopt and approve this Agreement, and (bv) as limited resolved that this Agreement and the Merger shall be governed by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iiiand effected under Section 251(h) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a partyDGCL and that the Merger shall be consummated as soon as practicable following Acceptance Time, and the performance of all obligations of such Group Company hereunder and thereunderresolutions have not been rescinded, has been taken withdrawn or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company modified in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofway.
Appears in 1 contract
Samples: Merger Agreement (Blyth Inc)
Authorization. (i) All The Purchaser and Merger Sub each have all necessary corporate action of power and authority to execute and deliver this Agreement and each Purchaser Ancillary Document and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of Perfect Human the Purchaser and Prosperous World with regard to the execution and delivery Merger Sub of this Agreement and each the Purchaser Ancillary Documents, and the consummation by them of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) Merger, have been duly authorized and approved by all necessary corporateeach of the Purchaser’s and Merger Sub’s board of directors, and if requiredexcept for obtaining the requisite stockholder approval of Merger Sub, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and no other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the CompanyPurchaser or Merger Sub is necessary to authorize the execution, its officersdelivery and performance by the Purchaser or Merger Sub of this Agreement and the Purchaser Ancillary Documents, directors and shareholders necessary for the consummation by them of the Merger. This Agreement has been and, as of the Closing Date, the Purchaser Ancillary Documents shall be, duly executed and delivered by each of the Purchaser and Merger Sub and, assuming due authorization, execution and delivery of this Agreement, each of the Ancillary Agreements hereof and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered thereof by the Companyother parties hereto and thereto, will do or will, as the case may be, constitute the valid and legally binding obligation agreement of each of the CompanyPurchaser and Merger Sub, enforceable against the Company Purchaser and Merger Sub in accordance with their respective terms, except as such enforceability (ai) as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and moratorium or other similar Laws of general application affecting or relating to enforcement of creditors’ rights generally, generally and (bii) as limited by Laws relating is subject to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability (regardless of specific performance, injunctive relief, whether enforceability is considered in a proceeding at law or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofin equity).
Appears in 1 contract
Samples: Merger Agreement (Aramark)
Authorization. (i) All Such party has the corporate action of each of Perfect Human power and Prosperous World with regard authority to the execution execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by such party and each the consummation by such party of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) transactions contemplated hereby have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms requisite corporate action of the Articles Board of Association Directors of each of Perfect Human and Prosperous Worldsuch party. The performance Board of all obligations Directors of Perfect Human such party has directed that this Agreement and Prosperous World hereunder the transactions contemplated hereby be submitted to its stockholders for approval at a meeting of such stockholders and, except for the adoption of this Agreement by the affirmative vote of holders of a majority of its outstanding shares, no other corporate proceedings on the part of such party are necessary to approve this Agreement and thereunderto consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such party and (assuming due authorization, will constitute execution and delivery by the other party) constitutes a valid and legally binding obligation of each of Perfect Human and Prosperous Worldsuch party, enforceable against each of Perfect Human and Prosperous World respectively such party in accordance with their respective terms, its terms (except (a) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization or similar laws affecting the rights of creditors generally and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies). Each of Perfect Human Firstar represents and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares warrants that each is selling of Firstar, as the sole stockholder of Foxtrot (DE), and the Board of Directors of Foxtrot (DE) has approved this Agreement and the transactions contemplated hereby by written consent and no other corporate proceedings on the part of Foxtrot (DE) are necessary to approve this Agreement and to consummate the Investors clean and free from any Lienstransactions contemplated hereby.
(ii) All corporate action on Neither the part of the Companyexecution, its officers, directors delivery and shareholders necessary for the authorization, execution and delivery performance by such party of this Agreement, each nor the consummation by such party of the Ancillary Agreements and restructuring agreements transactions contemplated hereby, nor compliance by such party with any of the provisions hereof, will (A) violate, conflict with or result in substantially a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in the form attached hereto as Exhibit G (the “Restructuring Agreements”)termination of, or accelerate the performance required by, or result in a right of all obligations termination or acceleration of, or result in the creation of, any Lien upon any of the Company hereunder and thereunder, and the authorization, issuance (properties or reservation for issuance), sale and delivery assets of such party or any Subsidiary of such party under any of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion terms, conditions or provisions of (I) its articles or certificate of incorporation or bylaws or code of regulations, or (II) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such party or any of the Series A Preferred Sharesproperties or assets of such party is a party or by which it may be bound, has been taken or will to which such party may be taken prior to subject (assuming no default thereunder at the Closing, and this Agreement, each time of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective termsMerger), except (ain the case of this clause (II)) as limited by applicable bankruptcyfor such violations, insolvencyconflicts, reorganizationbreaches or defaults which, moratoriumeither individually or in the aggregate, will not have a Material Adverse Effect on such party or (B) subject to compliance with the statutes and other Laws regulations referred to in paragraph (iii) of general application affecting enforcement of creditors’ rights generallythis Section 4.3(d), and (b) as limited by Laws relating to the availability best knowledge of specific performancesuch party, injunctive reliefviolate any judgment, ruling, order, writ, injunction, decree, statute, rule or other equitable remediesregulation applicable to such party or any of its Subsidiaries or any of their respective properties or assets except for such violations which, either individually or in the aggregate will not have a Material Adverse Effect on such party.
(iii) All corporate action on Other than in connection with or in compliance with the part provisions of each Group Companythe WBCL, its officersthe OGCL, directors the DGCL, the Securities Act, the Exchange Act of 1934, as amended, and shareholders necessary for the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the Holding Company Act, and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), or any required approvals of the Office of the Controller of Currency, the Small Business Administration or any state or foreign Regulatory Authority (as defined herein), no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary in connection with the execution and delivery by such party of each this Agreement or the consummation by such party of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered transactions contemplated by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofthis Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Firstar Corp /Wi/)
Authorization. (ia) All corporate action of each of Perfect Human The execution, delivery and Prosperous World with regard to performance by the execution and delivery Company of this Agreement and each the consummation by the Company of the Ancillary Agreements and Transactions are within the selling of Company’s corporate powers and, except for the 1,000,000 shares of Series A Preferred Shares to the Investors (a) Company Stockholders Approval, have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each . The affirmative vote of the Ancillary Agreements and restructuring agreements in substantially holders of at least a majority of the form attached hereto as Exhibit G outstanding shares of Company Common Stock is the only vote of the holders of any of the Company’s capital stock required to complete the Transactions (the “Restructuring AgreementsCompany Stockholders Approval”), the performance of all obligations . This Agreement constitutes a valid and binding agreement of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other moratorium or similar Laws of general application from time to time in effect affecting generally the enforcement of creditors’ rights generallyand remedies; and (ii) general principles of equity (clauses (i) and (ii), collectively, the “Equitable Exceptions”).
(b) At a meeting duly called and held, the Transaction Committee has unanimously (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Company and the Company’s stockholders, (ii) declared advisable this Agreement and the Transactions, (iii) recommended to the Company Board that this Agreement and the Transactions be approved by the Company Board and submitted to the Company Stockholders Meeting for approval by the stockholders of the Company (such recommendation, the “Transaction Committee Recommendation”). At a meeting duly called and held, the Company Board has, upon the recommendation of the Transaction Committee, unanimously (A) determined that this Agreement and the Transactions are fair to and in the best interests of the Company and the Company’s stockholders, (B) approved, adopted and declared advisable this Agreement and the Transactions, (C) recommended that this Agreement and the Transactions be submitted to the Company Stockholders Meeting for approval by the stockholders of the Company (such recommendation, the “Company Board Recommendation”).
(c) Assuming the accuracy of the representations and warranties set forth in Section 5.2(b), the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the filing and recordation of appropriate merger or other documents as required by the MIBCA and by relevant authorities of other jurisdictions in which the Company is qualified to do business (including the Articles of Merger), and (bii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each compliance with any applicable requirements of the Restructuring Agreements to which such Group Company is a party1933 Act, the 1934 Act, any other applicable U.S. state or federal securities laws and the performance of all obligations of such Group Company hereunder rules and thereunder, has been taken or will be taken prior to the Closing, and each requirements of the Restructuring AgreementsNYSE or the NOTC, when executed and delivered by such Group Company, will constitute including the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance filing of the Series A Preferred Shares Registration Statement, the Proxy Statement or any other Parent Disclosure Documents with the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofSEC.
Appears in 1 contract
Authorization. (ia) All Each party hereto represents to the other that (a) such party has all necessary corporate action of each of Perfect Human power and Prosperous World with regard authority to execute and deliver this Amendment; (b) the execution and delivery by such party hereto of this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) Amendment have been duly authorized duly, validly and unanimously approved by all necessary corporate, and if required, shareholder actionsthe Board of Directors of such party; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (bc) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, Amendment has been taken or will be taken prior to the Closing, duly and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when validly executed and delivered by such Group Company, will constitute party and constitutes the valid and legally binding obligation of such Group Companyparty, enforceable against such Group Company party in accordance with their respective terms, its terms (except (a) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization or similar laws affecting the rights of creditors generally and other Laws subject to general principles of general application affecting enforcement of creditors’ rights, and equity).
(b) Hibernia represents and warrants to Capital One that the Board of Directors of Hibernia has determined that the Agreement, as limited amended by Laws this Amendment, and principles the transactions contemplated hereby are advisable and in the best interests of equity relating Hibernia and its stockholders and has directed that the Agreement, as amended by this Amendment, be submitted to Hibernia’s stockholders for approval and adoption at a duly held meeting of such stockholders and, except for the availability approval of specific performancethe Agreement, injunctive reliefas amended by this Amendment, by the affirmative vote of the holders of a majority of the outstanding shares of Hibernia Common Stock entitled to vote at such meeting, no other corporate proceedings on the part of Hibernia are necessary to approve the Agreement, as amended by this Amendment, or other equitable remedies. The issuance of to consummate the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereoftransactions contemplated thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capital One Financial Corp)
Authorization. (i) All corporate action of each of Perfect Human The Lenders hereby irrevocably authorize the Administrative Agent, at its option and Prosperous World with regard in its discretion, to the execution and delivery of this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary corporateto release any Collateral which the Borrowers are permitted to sell, and if required, shareholder actions; (b) do not and will not contravene lease or otherwise transfer pursuant to the terms of the Articles Credit Documents (excluding releases in connection with any disposition referred to in clause (iv) or (v) of Association Section 5.02(c) unless, upon giving effect to such disposition, the assets or property that are the subject of each such disposition shall continue to be Collateral), (b) to subordinate a Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of Perfect Human and Prosperous World. The performance any Lien on such property that is permitted by Section 5.02(b)(vii), (ix) or (x), (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of all obligations of Perfect Human and Prosperous World a transaction permitted hereunder and thereunder(d) take such actions as the Administrative Agent deems necessary to enable Argosy and its Subsidiaries to comply with the terms of the Transfer Agreement including (i) the delivery, will constitute after the valid occurrence of a Trigger Event, of the stock certificates issued by Empress Casino Joliet for reissuance in the name of the Trustee (as defined in the Transfer Agreement) and legally binding obligation (ii) after the occurrence of each a Trigger Event, the release of Perfect Human a Subsidiary of Argosy as a co-borrower hereunder upon the sale or other disposition of the capital stock or assets of such Subsidiary if the effect of such sale or other disposition is to cause a Reverse Trigger Event; provided, that Argosy shall deliver a certificate stating that the purchase of such capital stock or assets was conditioned upon the release of such Borrower’s obligations under the Credit Documents and Prosperous Worldprovided, enforceable against each further, that in no event shall any such release be effective until the Administrative Agent has received all of Perfect Human and Prosperous World respectively the Net Proceeds of such sale or other disposition for application in accordance with Section 2.07(c)(iii). Without the consent of any Lender, the Loan Parties and the Administrative Agent may (in their respective termssole discretion, except (a) as limited by applicable bankruptcyor shall, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability extent required by any Loan Document) enter into any amendment, modification or waiver of specific performance, injunctive reliefany Loan Document, or other equitable remedies. Each enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of Perfect Human and Prosperous World is any security interest in any Collateral or additional property to become Collateral for the true owner benefit of the 500,000 shares of Series A Preferred Shares that each is selling Administrative Agent and the Lenders, or as required by local law to give effect to, or protect any security interest for the Investors clean and free from any Liens.
(ii) All corporate action on the part benefit of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, Administrative Agent and the authorizationLenders, issuance (in any property or reservation for issuance), sale and delivery of so that the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance security interests therein comply with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedieslaw.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Samples: Credit Agreement (Argosy Gaming Co)
Authorization. (i) All The Board of Directors of the Company has declared the Merger advisable and has duly resolved to recommend that the Merger and the Merger Agreement be approved by the Shareholders. The Company has full corporate action of each of Perfect Human power and Prosperous World authority to enter into the Transaction Documents and to consummate the transactions contemplated hereby and thereby and to comply with regard the terms and provisions hereof and thereof, subject to the execution conditions hereof and thereof. The execution, delivery of this Agreement and each performance by the Company of the Ancillary Agreements Transaction Documents and the selling of actions to be taken by the 1,000,000 shares of Series A Preferred Shares to the Investors (a) Company contemplated hereby and thereby have been duly and validly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each subject to approval of the Ancillary Agreements Merger and restructuring agreements the Merger Agreement by the Shareholders. The approval of the valuation of the Merger Consideration as required by Article III, Section B(2)(b)(ii)(B) of the Company's Articles of Incorporation by the affirmative vote of a majority of the votes that holders of the outstanding shares of each series of Company Preferred Stock are entitled to cast (voting as a single class on an as-if converted basis in substantially accordance with the form attached hereto as Exhibit G Company's Articles of Incorporation) (the “Restructuring Agreements”"Shareholder Merger Consideration Approval"), the performance affirmative vote of all obligations a majority of the votes that holders of the outstanding shares of Company Common Stock are entitled to cast (voting as a single class with the holders of the Company hereunder and thereunderPreferred Stock voting on an as-if converted basis in accordance with the Company's Articles of Incorporation), the affirmative vote of a majority of the votes that holders of the outstanding shares of each series of Company Preferred Stock are entitled to cast (each series of Company Preferred Stock voting separately as a class in accordance with the Company's Articles of Incorporation) and the authorization, issuance affirmative vote of a majority of the votes that holders of the outstanding shares of Company Preferred Stock are entitled to cast (or reservation for issuancevoting as a single class on an as-if converted basis in accordance with the Company's Articles of Incorporation), sale and delivery are the only votes of the Series A Preferred Shares being sold hereunder holders of any class or series of the Company's capital stock necessary to approve the Merger Agreement and the Ordinary Shares issuable upon conversion transactions contemplated thereby. Each of this Agreement and the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute Merger Agreement constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except subject to (a) as limited by applicable bankruptcygeneral principles of equity, insolvency, reorganization, moratorium, and other Laws regardless of general application affecting whether enforcement of creditors’ rights generallyis sought in a proceeding in equity or at law, and (b) as limited by Laws relating to the availability of specific performancebankruptcy, injunctive relief, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcyreorganization, insolvency, reorganizationfraudulent conveyance, moratorium, and receivership or other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity similar laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive affecting creditors' rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofgenerally.
Appears in 1 contract
Samples: Supplemental Agreement (Combined Professional Services Inc)
Authorization. (i1) All The Company has the corporate action of each of Perfect Human power and Prosperous World with regard authority to enter into or issue, as applicable, this Agreement, and the execution Common Stock, and to carry out its obligations hereunder. The execution, delivery and performance, as applicable, of this Agreement Agreement, and each the Common Stock by the Company and the consummation of the Ancillary Agreements transactions contemplated hereby and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) thereby have been duly authorized by all necessary corporatethe Board of Directors. This Agreement has been duly and validly executed, issued and if requireddelivered, shareholder actions; (b) do not and will not contravene as applicable, by the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunderCompany and, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the assuming due authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered Agreement by the CompanyInvestor, will constitute the is a valid and legally binding obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generallyreorganizations, and (b) as limited by Laws fraudulent transfer or similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law). To the availability of specific performanceCompany’s knowledge, injunctive reliefexcept as contemplated by this Agreement or as Previously Disclosed, no notice to, filing with, exemption or review by, or other equitable remedies.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery consent or approval of, any Governmental Entity is required to be made or obtained by the Investor in connection with the consummation by the Investor of each its purchase of the Restructuring Agreements Common Stock as contemplated by this Agreement. The Common Stock to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, be issued has been taken or will be taken prior to duly authorized for issuance by the Closing, and each of the Restructuring AgreementsCompany and, when executed duly issued and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable Company against such Group Company payment therefor in accordance with their respective termsthis Agreement, except (a) as limited by applicable bankruptcywill be duly and validly issued, insolvencyfully paid and nonassessable, reorganization, moratorium, shall not subject the holders thereof to personal liability and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is thereof will not be subject to any preemptive rights or rights other similar rights. No other corporate proceedings are necessary for the execution, issuance and delivery, as applicable, by the Company of first refusalthis Agreement, and the issuance of the Common Stock, the performance by it of its obligations hereunder and thereunder or the consummation by it of the transactions contemplated hereby and thereby. The Board of Directors has resolved that the transactions contemplated hereby are in the best interests of stockholders of the Company.
(2) Neither the execution, issue, delivery and performance, as applicable, by the Company of this Agreement, and the Common Stock, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by the Company with any of the provisions thereof, shall (i) violate, conflict with, or if result in a breach of any provision of or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien, upon any of the properties or assets of the Company or the Bank under any of the terms, conditions or provisions of (A) its articles of incorporation or bylaws (or similar governing documents) or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or the Bank is a party or by which it may be bound, or to which the Company or the Bank or any of the properties or assets of the Company or the Bank may be subject, or (ii) subject to compliance with the statutes and regulations referred to in Section 2.2(e) below, violate any ordinance, permit, concession, grant, franchise, law, statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or the Bank or any of their respective properties or assets except in the case of clauses (i)(B) and (ii) for such preemptive rights or rights of first refusal existviolations, waiver of such rights has been obtained from the holders thereofconflicts and breaches as would not reasonably be expected to have a Material Adverse Effect.
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Authorization. (i1) All The Company has the corporate action power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of each this Agreement by the Company and the consummation of Perfect Human the transactions contemplated hereby have been duly and Prosperous World with regard to unanimously authorized by the board of directors of the Company (the “Board of Directors”). This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement and each of the Ancillary Agreements and the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (a) have been duly authorized by all necessary corporatePurchaser, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the is a valid and legally binding obligation of each of Perfect Human and Prosperous World, the Company enforceable against each of Perfect Human and Prosperous World respectively the Company in accordance with their respective terms, its terms (except (a) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other Laws similar laws of general application applicability relating to or affecting enforcement of creditors’ rights generallyor by general equity principles). No other corporate proceedings are necessary for the execution and delivery by the Company of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby, subject, in the case of the authorization and issuance of the shares of Common Stock to be issued on conversion or exercise of the Convertible Preferred Stock or the Warrant to be purchased or acquired under this Agreement, to receipt of the approval by the Company’s stockholders of the Stockholder Proposals. The only vote of the stockholders of the Company required to approve (i) the conversion of the Convertible Preferred Stock into, and exercise of the Warrant for, Common Stock for purposes of Section 312.03 of the NYSE Listed Company Manual, is a majority of the votes cast on such proposal, provided that the total vote cast on the proposal represents over 50% in interest of all securities entitled to vote on the proposal and (bii) the amendment of the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as limited by Laws relating shall be sufficient to permit the full conversion of the Convertible Preferred Stock into, and exercise of the Warrant for, Common Stock, is the affirmative vote of the holders of not less than a majority of the outstanding Common Stock. To the Company’s knowledge, all shares of Common Stock outstanding on the record date for a meeting at which a vote is taken with respect to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling Stockholder Proposals shall be eligible to the Investors clean and free from any Liensvote on such proposals.
(ii2) All corporate action Neither the execution and delivery by the Company of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof (including, without limitation, the conversion or exercise provisions of the Convertible Preferred Stock or the Warrant), will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the Companyperformance required by, its officersor result in a right of termination or acceleration of, directors or result in the creation of any Lien upon any of the material properties or assets of the Company or any Company Subsidiary under any of the terms, conditions or provisions of (i) subject in the case of the authorization and shareholders necessary for issuance of the authorization, execution and delivery shares of Common Stock to be issued on conversion or exercise of the Convertible Preferred Stock or the Warrant to be purchased under this Agreement, each to receipt of the Ancillary Agreements and restructuring agreements in substantially approval by the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations Company’s stockholders of the Company hereunder and thereunderStockholder Proposals, and the authorization, issuance its Certificate of Incorporation or bylaws (or reservation for issuance)similar governing documents) or the certificate of incorporation, sale and delivery charter, bylaws or other governing instrument of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion any Company Significant Subsidiary or (ii) any note, bond, mortgage, indenture, deed of the Series A Preferred Sharestrust, has been taken license, lease, agreement or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements other instrument or obligation to which the Company or any Company Significant Subsidiary is a party and each or by which it may be bound, or to which the Company or any Company Significant Subsidiary or any of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation properties or assets of the CompanyCompany or any Company Subsidiary may be subject, enforceable against or (B) subject to compliance with the statutes and regulations referred to in Section 2.2(e), violate any law, statute, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to the Company in accordance with or any Company Subsidiary or any of their respective terms, properties or assets except in the case of clauses (aA)(ii) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (bB) for such violations, conflicts and breaches as limited by Laws relating would not reasonably be expected to the availability of specific performance, injunctive relief, or other equitable remedieshave a Material Adverse Effect.
(iii) All corporate action on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each of the Restructuring Agreements to which such Group Company is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.
Appears in 1 contract
Authorization. (ia) All The Company has all requisite corporate action power and authority to execute and deliver this Agreement and, subject in the case of each the Merger to obtaining the Requisite Shareholder Approval, to consummate the transactions contemplated hereby and to perform its obligations hereunder. Assuming that the representations of Perfect Human Parent, Merger Sub and Prosperous World with regard to Merger Sub LLC set forth in Section 4.15 are accurate, and other than as set forth in Section 3.5(b), the execution and delivery of this Agreement by the Company and each the consummation by the Company of the Ancillary Agreements and transactions contemplated hereby (including the selling of the 1,000,000 shares of Series A Preferred Shares to the Investors (aMerger) have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the CompanyCompany and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (including the Merger), its officersother than in the case of the Merger obtaining the Requisite Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, directors and shareholders necessary for assuming the due authorization, execution and delivery of this Agreementby Parent, each of the Ancillary Agreements Merger Sub and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”)Merger Sub LLC, the performance of all obligations of the Company hereunder and thereunderconstitutes a legal, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that such enforceability (ai) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other Laws of general application similar Applicable Law affecting enforcement of or relating to creditors’ rights generally, generally and (ii) is subject to general principles of equity (the “Enforceability Limitations”).
(b) as limited by Laws relating At a meeting duly called and held prior to the availability execution of specific performancethis Agreement, injunctive reliefthe Company Board unanimously (i) determined that this Agreement and the transactions contemplated hereby, or other equitable remediesincluding the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its shareholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) directed that the adoption of this Agreement be submitted to a vote of the shareholders of the Company at the Company Shareholder Meeting and (v) subject to Section 6.2, resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement in accordance with the applicable provisions of Delaware Law.
(iiic) All corporate action on Assuming that the part representations of each Group CompanyParent, its officersMerger Sub and Merger Sub LLC set forth in Section 4.17 are accurate, directors and shareholders necessary for the authorization, execution and delivery of each affirmative vote of the Restructuring Agreements holders of a majority of the outstanding shares of Company Common Stock voting to which such Group adopt this Agreement (the “Requisite Shareholder Approval”) is the only vote of the holders of any class or series of Company is a party, Capital Stock necessary (under Applicable Law or the Company’s certificate of incorporation or bylaws) to consummate the Merger and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered other transactions contemplated by such Group Company, will constitute the valid and legally binding obligation of such Group Company, enforceable against such Group Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights, and (b) as limited by Laws and principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of the Series A Preferred Shares or the Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereofthis Agreement.
Appears in 1 contract
Samples: Merger Agreement (Oclaro, Inc.)
Authorization. (ia) All corporate action of each of Perfect Human The execution, delivery and Prosperous World with regard to the execution and delivery performance by TIL of this Agreement and each the consummation by TIL of the Ancillary Agreements and transactions contemplated hereby, including the selling Merger, are within the corporate powers of TIL and, except for the 1,000,000 shares of Series A Preferred Shares to the Investors (a) TIL Shareholder Approvals, have been duly authorized by all necessary corporate, and if required, shareholder actions; (b) do not and will not contravene the terms of the Articles of Association of each of Perfect Human and Prosperous World. The performance of all obligations of Perfect Human and Prosperous World hereunder and thereunder, will constitute the valid and legally binding obligation of each of Perfect Human and Prosperous World, enforceable against each of Perfect Human and Prosperous World respectively in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of Perfect Human and Prosperous World is the true owner of the 500,000 shares of Series A Preferred Shares that each is selling to the Investors clean and free from any Liens.
(ii) All corporate action on the part of the CompanyTIL and no other corporate proceeding, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, each of the Ancillary Agreements and restructuring agreements in substantially the form attached hereto as Exhibit G (the “Restructuring Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (consent or reservation for issuance), sale and delivery of the Series A Preferred Shares being sold hereunder and the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing, and this Agreement, each of the Ancillary Agreements to which the Company is party and each of the Restructuring Agreements, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) All corporate action authorization on the part of each Group Company, its officers, directors and shareholders TIL is necessary for to authorize this Agreement or the authorization, execution and delivery of each consummation of the Restructuring Agreements to which transactions contemplated hereby, including the Merger. The only votes of the holders of any of TIL’s capital stock necessary in connection with the transactions contemplated hereby, including the Merger, are (i) the affirmative vote in favor of this Agreement by the holders of a majority of the outstanding shares of TIL Common Stock, (ii) the affirmative vote in favor of this Agreement by the holders of a majority of the outstanding shares of TIL Common Stock held by the Unaffiliated TIL Shareholders, (iii) the affirmative vote in favor of this Agreement by the holder of the one share of TIL Series A-1 Preferred Stock and (iv) the affirmative vote in favor of this Agreement by the holder of the one share of TIL Series A-2 Preferred Stock (such Group Company approvals, the “TIL Shareholder Approvals”). This Agreement is a party, and the performance of all obligations of such Group Company hereunder and thereunder, has been taken or will be taken prior to the Closing, and each of the Restructuring Agreements, when executed and delivered by such Group Company, will constitute the valid and legally binding obligation agreement of such Group Company, TIL enforceable against such Group Company TIL in accordance with their respective its terms, except (a) as to the extent that the enforceability thereof may be limited by applicable bankruptcythe Equitable Exceptions.
(b) At a meeting duly called and held, insolvencythe Special Committee of the TIL Board has unanimously (i) determined that this Agreement and the transactions contemplated hereby, reorganizationincluding the Merger, moratoriumare fair and advisable to, and other Laws of general application affecting enforcement of creditors’ rightsin the best interests of, the Unaffiliated TIL Shareholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (biii) as limited by Laws and principles of equity relating recommended to the availability TIL Board that the TIL Board (A) approve this Agreement and the consummation of specific performancethe transactions contemplated hereby, injunctive reliefincluding the Merger, and (B) recommend to the TIL shareholders that the TIL shareholders approve this Agreement. At a meeting duly called and held, the TIL Board, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair and advisable to, and in the best interests of, the Unaffiliated TIL Shareholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iii) directed that this Agreement and the Merger be submitted to a vote of the TIL shareholders, and (iv) recommended to the TIL shareholders that the TIL shareholders approve this Agreement (such recommendation, the “TIL Board Recommendation”), which resolutions have not been subsequently rescinded, modified or amended in any respect except to the extent occurring after the date of this Agreement.
(c) The execution, delivery and performance by TIL of this Agreement and the consummation by TIL of the Merger require no action by or in respect of, or filing with, any Governmental Authority, other equitable remedies. The issuance than (i) the filing and recordation of the Series A Preferred Shares Articles of Merger, the Charter Amendment and any other documents required by the Xxxxxxxx Islands Act, (ii) compliance with any applicable requirements of the 1933 Act, the 1934 Act, the Norwegian Securities Trading Act (29 June 2007), any other applicable federal, state or foreign securities law and the Conversion Shares is not subject to rules and requirements of the NYSE and the OSE, including the filing of the Registration Statement, the Joint Proxy Statement/Prospectus or any preemptive rights other TNK Disclosure Documents with the SEC, (iii) the compliance with and filings and notices required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any other applicable non-U.S. competition Law, and (iv) any actions or rights filings the absence of first refusalwhich would not, individually or if any such preemptive rights in the aggregate, have a TIL Material Adverse Effect or rights prevent or materially impede the consummation of first refusal existthe transactions contemplated by this Agreement, waiver of such rights has been obtained from including the holders thereofMerger.
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