Corporate Action of the Company. The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary corporate action on its part; and this Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally.
Corporate Action of the Company. The Company's Board of Directors shall have authorized and approved this Agreement, the ESOP Stock Purchase Agreement, the Company Purchase and the ESOP Purchase, and the Company shall have taken all other corporate action necessary for the Company to consummate the Company Purchase and the ESOP Purchase.
Corporate Action of the Company. The Company has taken all necessary actions, steps and corporate or other proceedings to approve and authorize, validly and effectively, the entering into and the execution, delivery and performance of this Agreement and each agreement contemplated to be executed and delivered by it hereunder and the sale and transfer of the Purchased Shares to Purchaser.
Corporate Action of the Company. The Agent shall have received (i) certified copies of all corporate action taken by the Company to authorize the execution, delivery and performance, in accordance with their respective terms, of this Agreement and the other Loan Documents and any other documents required or contemplated hereunder or thereunder; (ii) a certificate of incumbency with respect to the officers of the Company authorized and directed to execute and deliver this Agreement and the other Loan Documents, and other documents required or contemplated thereunder; (iii) certified copies of the Articles of Incorporation and by-laws of the Company, amended to the date hereof; and (iv) certificate(s) of good standing for the Company from the appropriate authority in its jurisdiction of incorporation and in each other jurisdiction in which it is required to qualify to do business.
Corporate Action of the Company. The Guarantor and the Company have all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by the Guarantor and the Company of this Agreement have been duly authorised by all necessary corporate action on its part; and this Agreement has been duly and validly executed and delivered by the Guarantor and the Company and constitutes the legal, valid and binding obligation of the Guarantor and the Company, enforceable in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganisation, moratorium or similar laws relating to or limiting creditors' rights generally.
Corporate Action of the Company. The directors of the Company shall have taken all corporate action necessary to approve the transactions called for by this Agreement and certified copies of resolutions duly adopted by the directors of the Company reasonably satisfactory to counsel for Buyer in connection with the foregoing shall have been furnished to Buyer on or prior to the Closing Date.
