Capacity; Authorization. The Shareholder has the power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
Capacity; Authorization. The Purchaser has all legal power and authority to enter into this Agreement and to carry out its obligations hereunder. Assuming due execution and delivery by the Company of this Agreement, this Agreement will constitute a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Capacity; Authorization. (i) If the Securityholder is a corporation; it has the requisite corporate power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(ii) If the Securityholder is not a corporation, the Securityholder has the power and capacity to execute and deliver this Agreement and to perform the Securityholder’s obligations hereunder.
Capacity; Authorization. Such Securityholder has the power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
Capacity; Authorization. The Purchaser has all legal power and authority to enter into this Agreement and the other Transaction Documents and to carry out its obligations hereunder and thereunder. This Agreement and each of the other Transaction Documents to which the Purchaser is a party have been duly and validly executed and delivered by the Purchaser and, assuming due execution and delivery by the Company and each other applicable party to this Agreement and the other Transaction Documents, this Agreement and each of the other Transaction Documents to which the Purchaser is a party will constitute a legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Capacity; Authorization. (a) Purchaser has full corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which Purchaser is a party and to consummate the transactions contemplated hereby and thereby to be consummated by Purchaser. The execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements to which Purchaser is a party and the consummation of the transactions contemplated hereby and thereby to be consummated by Purchaser, have been duly authorized and approved by the board of directors of Purchaser and no other corporate proceedings on the part of Purchaser or the shareholders or other equity holders of Purchaser are necessary to authorize and approve this Agreement or the Ancillary Agreements to which Purchaser is a party and the transactions contemplated hereby and thereby to be consummated by Purchaser. This Agreement and each Ancillary Agreement to which Purchaser is a party has been duly executed and delivered by Purchaser. This Agreement and each Ancillary Agreement to which Purchaser is a party constitutes the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with their respective terms except as such enforceability may be limited by applicable Legal Requirements relating to bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements to which Purchaser is a party and the consummation of the transactions contemplated hereby and thereby to be consummated by Purchaser, do not and will not: (i) contravene or violate the articles of incorporation or by-laws of Purchaser; (ii) conflict with, violate, result in a breach or termination of, result in any default under, entitle any Person (with due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, or require the Consent of any Person under, any Contract, Lease, mortgage, Lien, order, arbitration award, judgment or decree or other commitment to which Purchaser is a party or by which Purchaser or any of its Assets is bound, or result in the acceleration of the due date of any Liability of Purchaser; (...
Capacity; Authorization. The Subscriber has all legal capacity to enter into this Agreement and to carry out its obligations hereunder. Assuming due execution and delivery by the Company of this Agreement, this Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Capacity; Authorization. Purchaser and Rockwood have full corporate power and authority to execute, deliver and perform this Agreement, the Ancillary Agreements to which Purchaser or Rockwood, as the case may be, is a party and to consummate the transactions contemplated hereby and thereby to be consummated by Seller or Rockwood, as the case may be. The execution, delivery and performance by Purchaser and Rockwood of this Agreement and the Ancillary Agreements to which Purchaser or Rockwood, as the case may be, is a party and the consummation of the transactions contemplated hereby and thereby have been authorized by all necessary action on the part of Purchaser and Rockwood, as the case may be, and do not and will not (i) contravene or violate the certificate of incorporation or by-laws of Purchaser or Rockwood; (ii) conflict with, violate, result in a breach or termination of, result in any default under, entitle any Person (with due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, or require the consent of any Person under, any contract, agreement, mortgage, lien, lease, order, arbitration award, judgment or decree or other commitment to which Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood is a party or by which Purchaser, Rockwood, any Affiliate of Purchaser or Rockwood or any of their Assets is bound or result in the acceleration of the due date of any liability or obligation of Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood; (iii) require Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood to obtain, secure or make any Approval or Consent; or (iv) conflict with, or result in a breach of, any Legal Requirement to which Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood is subject. No Consent or other action by the shareholders or other security holders of Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood is required in connection with the execution, delivery and performance by Purchaser or Rockwood of this Agreement or the Ancillary Agreements to which Purchaser or Rockwood is a party which has not been irrevocably and unconditionally obtained. This Agreement and the Ancillary Agreements to which Purchaser or Rockwood is a party have been duly executed and delivered by Purchaser or Rockwood, as the case may be. This Agreement and the Ancillary Agreements to which Purchaser or Rockwood is a party constitute the legal, valid and binding obligation of Purcha...
Capacity; Authorization. (a) The Purchaser has the legal capacity and all rights to enter into this Share Purchase Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) This Share Purchase Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all relevant corporate bodies of the Purchaser and duly executed by such Purchaser and constitutes, and shall constitute, a legal, valid and binding obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms.
(c) No Governmental Authorization is required to be obtained by the Purchaser in connection with the signing of this Share Purchase Agreement and the consummation of any of the transactions contemplated by this Share Purchase Agreement.
(d) The execution of this Share Purchase Agreement by the Purchaser and the performance of its obligations hereunder do not, and will not, conflict with, violate or constitute a breach of any Law applicable to the Purchaser, of any provision of its by-laws nor of any agreement to which the Purchaser is a party.
Capacity; Authorization. (a) Each Vendor has the legal capacity and all rights to enter into this Share Purchase Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) This Share Purchase Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all relevant corporate bodies of each Vendor (and, to the extent required, of the Affiliates of those Vendors concerned), and duly executed by such Vendor and constitutes, and shall constitute, a legal, valid and binding obligation of each Vendor, enforceable against such Vendor in accordance with its terms.
(c) No Governmental Authorization is required to be obtained by any Vendor or, any Group Company or any of their respective Affiliates in connection with the signing of this Share Purchase Agreement and the consummation of any of the transactions contemplated by this Share Purchase Agreement.
(d) The execution of this Share Purchase Agreement by each Vendor and the performance of its obligations hereunder do not, and will not, conflict with, violate or constitute a breach of any Law applicable to such Vendor, of any provision of its by-laws nor of any agreement to which such Vendor is a party.
