Common use of Corporate Approval; Binding Effect Clause in Contracts

Corporate Approval; Binding Effect. Each of the Sellers has ---------------------------------- obtained all necessary authorizations and approvals from its Board of Directors 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, each of the Sellers shall have obtained all necessary authorizations and approvals from its shareholders, if any, 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 any Seller is a party has been duly executed and delivered by such Seller and constitutes the legal, valid and binding obligation of such Seller enforceable against 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' rights generally or by general principles of equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ironbridge Acquisition Corp)

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Corporate Approval; Binding Effect. Each of the Sellers Seller has ---------------------------------- obtained all necessary authorizations and approvals from its Board of Directors 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, each of the Sellers Seller shall have obtained all necessary authorizations and approvals from its shareholders, if any, 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 any Seller is a party has been duly executed and and, when delivered by such Seller Sellers in accordance with the terms hereof and constitutes thereof, will constitute the legal, valid and binding obligation of such each Seller enforceable against 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' ’ rights generally or by general principles of equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eden Bioscience Corp)

Corporate Approval; Binding Effect. Each of the Sellers Seller has ---------------------------------- obtained all necessary authorizations and approvals from its Board of Directors and 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, each of the Sellers Seller shall have obtained all necessary authorizations and approvals from its shareholders, if any, stockholders required for the execution and delivery of this Agreement, 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 any Seller is a party has been duly executed and and, when delivered by such Seller in accordance with the terms hereof and constitutes thereof, will constitute the legal, valid and binding obligation of such Seller enforceable against 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' ’ rights generally or by general principles of equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Imarx Therapeutics Inc)

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Corporate Approval; Binding Effect. Each of the Sellers 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. As , including, without limitation, the issuance to the Parent of the Closing, each of the Sellers shall have obtained all necessary authorizations and approvals from its shareholders, if any, 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 therebyShares as set forth in (S)4.2(k) hereof. Each of the Transaction Documents to which any Seller the Buyer is a party has been been, or at the Closing shall be duly executed and delivered by such Seller the Buyer and constitutes or upon such execution and delivery will constitute the legal, valid and binding obligation of such Seller the Buyer, enforceable against such Seller the Buyer in accordance with its terms, except as the 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: Asset Purchase Agreement (General Scanning Inc \Ma\)

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