Corporate Authority Etc. The execution and delivery by Borrower of the Loan Documents to which it is a party, the performance by Borrower of all of its agreements and obligations under each of such documents, and the incurring by Borrower of all of the Obligations contemplated by this Agreement, have been duly authorized by all necessary corporate actions on the part of Borrower and, if required, its shareholders, and do not and will not (a) contravene any provision of Borrower's charter, bylaws or other governing documents or this Agreement (each as from time to time in effect), (b) conflict with, or result in a breach of the terms, conditions, or provisions of, or constitute a default under, or result in the creation of any mortgage, Lien, pledge, charge, security interest or other encumbrance upon any of the property of Borrower under, any agreement, mortgage or other instrument to which Borrower is or may become a party, including, without limitation, the Convertible Notes; (c) violate or contravene any provision of any law, regulation, order, ruling or interpretation thereunder or any decree, order or judgment or any court or governmental or regulatory authority, bureau, agency or official (all as from time to time in effect and applicable to such entity), (d) other than waivers required from the Borrower’s landlords and the consents required from the Convertible Noteholders, require any waivers, consents or approvals by any of third party, including any creditors or trustees for creditors of Borrower, or (e) require any approval, consent, order, authorization, or license by, or giving notice to, or taking any other action with respect to, any Governmental Authority.
Corporate Authority Etc. Holding has (and, immediately prior to the Effective Time, will have) all requisite corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder and to carry out the transactions contemplated hereby and Holding has (and, immediately prior to the Effective Time, will have) all requisite corporate power and authority to issue the New Options. The Exercise Shares, when issued, delivered and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Corporate Authority Etc. The execution and delivery by each Principal Company of this Agreement, and the performance by each Principal Company of its agreements and obligations under this Agreement, have been duly and properly authorized by all necessary corporate or other action on the part of each of the Principal Companies, and do not and will not conflict with, result in any violation of, or constitute any default under, (a) any provision of any Governing Document of any Principal Company, (b) any Contractual Obligation of any Principal Company, or (c) any Applicable Law.
Corporate Authority Etc. (a) SETO has full power and authority to enter into this Agreement and to perform this Agreement in accordance with its terms; the execution, delivery and performance of this Agreement by SETO and the consummation of the Acquisition have been duly authorized by its Board of Directors and SETO is not bound by any contractual or other obligation that would be violated by the execution or performance of this Agreement; and this Agreement is a valid and binding obligation of SETO enforceable in accordance with its terms; and
(b) Neither the execution and delivery of this Agreement nor the consummation by SETO of any of the transactions contemplated herein nor compliance by SETO with the terms, conditions and provisions hereof or of any agreement or instrument contemplated hereby will (i) conflict with, result in a breach of, or constitute an event of default under the certificate of incorporation or by-laws of SETO, or any material instrument, agreement, lease, license, franchise, permit, judgment, order, award, decree or other authorization, right, or obligation to which SETO is a party or any of its properties is subject or by which they are bound, or any statute, ordinance, rule or regulation applicable to SETO, or (ii) require the approval, consent or authorization of, or the making of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, governmental authority or regulatory body.
Corporate Authority Etc. The Stockholder has (and, immediately prior to the Exchange Closing, will have) all requisite corporate power and authority to enter into this Agreement, the Revised Formation Agreement, the Revised LLC Agreement and the Accession Agreement and to perform all of its obligations hereunder and thereunder and to carry out the transactions contemplated hereby and thereby.
Corporate Authority Etc. The execution, delivery and performance by each of the Hasbro Companies and Hasbro SA of each of the Loan Documents to which it is a party, the performance by each of the Hasbro Companies and Hasbro SA of all of its agreements and obligations under each of such documents, and the making by the Company of all of the borrowings contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of each of the Hasbro Companies and Hasbro SA and their respective shareholders and do not and will not (i) contravene any provision of any of their charter or by-laws (each as from time to time in effect), (ii) conflict with, or result in a breach of any material term, condition or provision of, or constitute a default under or result in the creation of any Lien upon any of the property of any of the Hasbro Companies and Hasbro SA under any agreement, trust deed, indenture, mortgage or other instrument to which any of the Hasbro Companies and Hasbro SA is or may become a party or by which any of the Hasbro Companies and Hasbro SA or any of the property of any of the Hasbro Companies and Hasbro SA is or may become bound or affected, the consequences of which would have a Material Adverse Effect, (iii) violate or contravene any provision of any law, regulation, order, ruling or interpretation thereunder or any decree, order or judgment of any court or governmental or regulatory authority, bureau, agency or official (all as from time to time in effect and applicable to any of the Hasbro Companies and/or Hasbro SA), except where such violation or contravention would not have a Material Adverse Effect, (iv) require any waivers, consents or approvals by any of the creditors of any of the Hasbro Companies and Hasbro SA which have not been obtained, (v) require any consents or approvals by any shareholders of any of the Hasbro Companies and/or Hasbro SA (except such as will be duly obtained on or prior to the Effective Date and will be in full force and effect on and as of the Effective Date), or (vi) require obtaining any approval, consent, order, authorization or license by, or giving notice to, or taking any other action with respect to, any governmental or regulatory authority or agency under any provision of any applicable law that have not been obtained, given or taken (other than any filings of this Agreement and the other Loan Documents with the Securities and Exchange Commission required to be made after the date hereof ("SEC Fili...
Corporate Authority Etc. The execution, delivery and performance of the Loan Documents are within the Company’s power and authority and have been duly authorized by all necessary action. The making and performance of the Loan Documents do not and under present law will not require any consent or approval of any of the Company’s shareholders or any other person, do not and will not under present law violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company, do not violate any provision of the Company’s Articles of Incorporation or bylaws, do not and will not result in any breach of any material agreement, lease or instrument to which the Company is a party or by which the Company or any of its assets are bound and which could reasonably be expected to have a Material Adverse Effect, and do not and will not give rise to any lien or charge upon any of the Company’s assets.
Corporate Authority Etc. The execution, delivery and performance by the Company of this Agreement, the Security Agreement and the Notes have been duly authorized by all necessary corporate action and do not and will not (i) violate any existing provision of any law, rule, regulation (including, without limitation, Regulation U or X of the Board of Governors of the Federal Reserve System or the rules and regulations of the SEC or any regulatory commission of any jurisdiction), order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to the Company or any of its Affiliates or of the charter or by-laws of the Company or of any of its Affiliates, (ii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Company or any of its Affiliates is a party or by which the Company or any of its Affiliates or any of their respective properties may be bound or affected, or (iii) result in, or require, the creation or imposition of any mortgage, deed of trust, assignment, pledge, lien, security interest or other charge or encumbrance of any nature upon or with respect to any of the respective properties of the Company or any of its Affiliates (other than that arising hereunder or under the Security Agreement with respect to the Collateral); and neither the Company nor any of its Affiliates is in material default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.
Corporate Authority Etc. All requisite corporate action has been taken to authorize the execution, delivery and performance of this Agreement by the Buyer. The Agreement has been or at Closing will be duly executed and delivered by the Buyer and constitute or will constitute the legal, valid and binding obligations of the Buyer, enforceable in accordance with its respective terms.
Corporate Authority Etc. The execution and delivery by each of --------- --------- --- the Company and the Commerce Subsidiaries of each of the Loan Documents to which it is or is to become a party, the performance by each of the Company and the Commerce Subsidiaries of all of its agreements and obligations under each of such documents, and the transactions contemplated hereby and thereby, including the making by the Company of all of the borrowings contemplated by this Agreement, have been duly authorized as of the date hereof (except that in the case of a Subsidiary acquired pursuant to (S)9.5, such execution, delivery and authorization shall have been completed no later than the later to occur of (a) the date of such acquisition, and (b) fifteen (15) Business Days following receipt by the Company or such Subsidiary of forms of the Loan Documents, or amendments thereto, as appropriate, to which such Subsidiary is to become a party in order to become a Commerce Subsidiary), by all necessary corporate action on the part of each of the Company and the Commerce Subsidiaries and its respective shareholders and are within the corporate authority of such Person, and do not and will not (i) contravene or conflict with any provision of its charter or by-laws (each as from time to time in effect), (ii) conflict with, or result in a breach of any material term, condition or provision of, or constitute a default under or result in the creation of any mortgage, lien, pledge, charge, security interest or other encumbrance upon any of the property of any of the Company or the Commerce Subsidiaries (other than the liens created under any of the Loan Documents) under any agreement, trust deed, indenture, mortgage or other instrument to which any of the Company or the Commerce Subsidiaries is or may become a party or by which any of the Company or the Commerce Subsidiaries or any of the property of any of the Company or the Commerce Subsidiaries is or may become bound or affected, the consequences of which would reasonably be expected to have a material adverse effect on the Company and the Commerce Subsidiaries taken as a whole or would have an effect in any material respect on the enforceability of any of the Loan Documents, (iii) violate or contravene any provision of any law, regulation, order, ruling or interpretation thereunder or any decree, order or judgment of any court or governmental or regulatory authority, bureau, agency or official (all as from time to time in effect and applicable ...
