Corporate Approval; Binding Effect. The Buyer has obtained all --------- -------- ------- ------ necessary authorizations and approvals from its Board of Directors and stockholders required for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the issuance to the Parent of the Shares as set forth in (S)4.2(k) hereof. Each of the Transaction Documents to which the Buyer is a party has been, or at the Closing shall be duly executed and delivered by the Buyer and constitutes or upon such execution and delivery will constitute the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.
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Samples: Asset Purchase Agreement (General Scanning Inc \Ma\)
Corporate Approval; Binding Effect. The Buyer has obtained all --------- -------- ------- ------ necessary authorizations and approvals from its Board of Directors and stockholders required for the execution and delivery of this Agreement, the other Transaction Documents Agreements to which it is to be a party and the Seller Note and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer and constitutes, includingand at the Closing, without limitation, the issuance to the Parent each of the Shares as set forth in (S)4.2(k) hereof. Each of the other Transaction Documents Agreements to which the Buyer it is to be a party has been, or at and the Closing shall Seller Note will be duly executed and delivered by the Buyer and constitutes or upon such execution and delivery will constitute constitute, the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ameritruck Distribution Corp)
Corporate Approval; Binding Effect. The Buyer has obtained all --------- -------- ------- ------ necessary authorizations and approvals from its Board of Directors and stockholders required for the execution and delivery of this Agreement and the Transaction Documents other Acquisition Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the issuance to the Parent of the Shares as set forth in (S)4.2(k) hereof. Each of the Transaction Documents to which the Buyer is a party This Agreement has been, or at the Closing shall be been duly executed and delivered by the Buyer and constitutes constitutes, and each of the other Acquisition Agreements to which it is a party will at or upon such execution prior to the Closing have been duly executed and delivery delivered by the Buyer and will constitute constitute, the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ameritruck Distribution Corp)
Corporate Approval; Binding Effect. The Buyer Seller has obtained all --------- -------- ------- ------ necessary authorizations and approvals from its Board of Directors and stockholders required for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. As of the Closing, including, without limitationSeller shall have obtained all necessary authorizations and approvals from its stockholders required for the execution and delivery of this Agreement, the issuance Transaction Documents to which it is a party and the Parent consummation of the Shares as set forth in (S)4.2(k) hereoftransactions contemplated hereby and thereby. Each of the Transaction Documents to which the Buyer is a party has been, or at the Closing shall be been duly executed and and, when delivered by Seller in accordance with the Buyer terms hereof and constitutes or upon such execution and delivery thereof, will constitute the legal, valid and binding obligation of the Buyer, Seller enforceable against the Buyer Seller in accordance with its terms, except as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' β rights generally or by general principles of equity.
Appears in 1 contract
Corporate Approval; Binding Effect. The Buyer has obtained all --------- -------- ------- ------ necessary authorizations and approvals from its Board of Directors and stockholders required for the execution and delivery of this Agreement and the other Transaction Documents Agreements to which it is to be a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer and constitutes, including, without limitation, the issuance to the Parent and each of the Shares as set forth in (S)4.2(k) hereof. Each of the other Transaction Documents Agreements to which the Buyer it is to be a party has been, or at the Closing shall will be duly executed and delivered by the Buyer and constitutes or upon such execution and delivery will constitute constitute, the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ameritruck Distribution Corp)
Corporate Approval; Binding Effect. The Buyer Each Seller has obtained all --------- -------- ------- ------ necessary authorizations and approvals from its Board of Directors and stockholders required for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the issuance to the Parent . As of the Shares as set forth in (S)4.2(k) hereofClosing, each Seller shall have obtained all necessary authorizations and approvals from its shareholders required for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. Each of the Transaction Documents to which the Buyer is a party has been, or at the Closing shall be been duly executed and and, when delivered by Sellers in accordance with the Buyer terms hereof and constitutes or upon such execution and delivery thereof, will constitute the legal, valid and binding obligation of the Buyer, each Seller enforceable against the Buyer such Seller in accordance with its terms, except as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' β rights generally or by general principles of equity.
Appears in 1 contract