Corporate Authority; Binding Nature of Agreement. The Purchaser has the power to enter into this Agreement and to carry out its obligation hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement constitutes the valid and binding obligation of the Purchaser and is enforceable in accordance with its terms.
Corporate Authority; Binding Nature of Agreement. Each of Ocean and OAC has the corporate power to enter into this Agreement and to carry out their respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Boards of Directors of Ocean and OAC and no other corporate proceedings on the part of Ocean or OAC are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement constitutes the valid and binding obligations of each of Ocean and OAC and is enforceable against them in accordance with its terms.
Corporate Authority; Binding Nature of Agreement. Solovision has the power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby has been duly authorized by the Board of Directors and shareholders of Solovision, and no other corporate proceedings on the part of Solovision or its shareholders are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement constitutes the valid and binding obligation of each of Solovision, Ovadia and the Shareholders and is enforceable against each of Solxxxxxxn, Ovadia and the Shareholders and in accordance with its terms.
Corporate Authority; Binding Nature of Agreement. Acquiror has all requisite corporate power and authority to execute and deliver this Agreement, to carry out and perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Acquiror of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by their respective Boards of Directors. No further corporate authorizations are necessary on the part of Acquiror to consummate the transactions contemplated hereby. Assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Agreement, when executed and delivered by Acquiror, constitutes or will constitute the legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to: (a) applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally; and (b) equitable defenses and to the discretion of the court before which any proceedings seeking the remedy of specific performance and injunctive and other forms of equitable relief may be brought.
Corporate Authority; Binding Nature of Agreement. Acquiror and Merger Sub each has all requisite corporate power and authority to execute and deliver this Agreement, to carry out and perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Acquiror and Merger Sub of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by their respective Board of Directors. No further corporate authorization is necessary on the part of Acquiror or Merger Sub to consummate the transactions contemplated hereby. Assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Agreement, when executed and delivered by Acquiror and Merger Sub, constitutes or will constitute the legal, valid and binding obligation of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, subject to: (a) applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' rights generally; and (b) equitable defenses and to the discretion of the court before which any proceedings seeking the remedy of specific performance and injunctive and other forms of equitable relief may be brought.
Corporate Authority; Binding Nature of Agreement. The Company has all necessary corporate power and authority to enter into this Agreement and, subject to receipt of the Required Company Stockholder Vote, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the Board and, to the extent required, unanimously by the Special Committee of the Board of the Company (the “Special Committee”) and, except for (i) the Required Company Stockholder Vote, and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated by this Agreement. As of the date hereof, the Special Committee unanimously determined and resolved, and the Board has determined and resolved (i) that the Merger is fair to, and in the best interests of, the Company Common Stockholders, (ii) to propose this Agreement for adoption by the Company Common Stockholders and to declare this Agreement is advisable and (iii) to recommend that the Company Common Stockholders approve this Agreement and the transactions contemplated by this Agreement (collectively, the “Recommendation”), all of which determinations and resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (B) rules of Law governing specific performance, injunctive relief and other equitable remedies.
Corporate Authority; Binding Nature of Agreement. The Company has the corporate power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and, except for Stockholder Approval (as hereinafter defined), no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions
Corporate Authority; Binding Nature of Agreement. The Seller has the power to enter into this Agreement and to carry out its obligation hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Majority Shareholders of the Seller and no other corporate proceedings on the
Corporate Authority; Binding Nature of Agreement. Seller has the corporate power to enter into this Agreement and to carry out its obligations hereunder. This Agreement constitutes the valid and binding obligation of Seller and is enforceable in accordance with its terms.
Corporate Authority; Binding Nature of Agreement. Title to the Common Stock; etc. EDL and each of the Shareholders have the power to enter into this Agreement and to carry out its or their obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors and shareholders of EDL and no other corporate proceeding on the part of EDL or the Board of Directors or such shareholders of EDL is necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby in accordance with the terms hereof. This Agreement constitutes the valid and binding agreement of EDL and each of the Shareholders and, assuming that this Agreement constitutes the legal, valid and binding agreement of the other parties, is enforceable in accordance with its terms subject to applicable bankruptcy, insolvency and similar laws affecting the rights of creditors and subject to general principles of equity. Each EDL Shareholder, severally but not jointly, represents and warrants with respect to the shares set forth opposite such EDL Shareholder's name on the List of Shareholders and Shares Held attached hereto as Exhibit 1.1, that (a) such EDL Shareholder is and at the Closing will be the sole record and beneficial owner of such shares free and clear of all manner of liens, charges, encumbrances and claims; and (b) such EDL Shareholder has and at the Closing will have, good and marketable title to such shares and the absolute and unqualified right to sell, transfer and deliver such shares to the Purchaser.
